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                                                                    EXHIBIT 10.6


                                PROGRAM AGREEMENT

                            DATED AS OF JULY 1, 1999

         This Program Agreement shall serve to confirm the agreement between
Hallmark Entertainment Distribution LLC, successor to Hallmark Entertainment
Distribution Company ("Distribution") and Hallmark Entertainment Networks, Inc.
("Networks") in connection with Networks' acquiring from Distribution certain
exhibition rights to various Distribution product as follows:

         1.       Pictures. Product shall consist of all television motion
pictures and mini-series as defined herein (each a "Picture," collectively
"Pictures") owned and controlled by Distribution during the Term. A motion
picture shall be product with a two-hour commercial broadcast time in a U.S.
time slot. A mini-series shall be product with longer than a two-hour commercial
broadcast time in a U.S. time slot. With respect to each Networks territory, a
Picture will be deemed to be either: (a) a "Library Picture" if it completed or
will complete principal photography any time prior to the launch (as defined in
Section 3 hereof) of the Networks service in such Networks territory (as defined
in Section 3 hereof) or (b) a "New Picture" if it completed or will complete
principal photography after the launch (as defined in Section 3 hereof) of the
Networks service in such Networks territory and before expiration of the Term as
defined below.

         2.       Output Term. The Output Term shall commence as of the date set
forth above and expire on December 31, 2004, subject to the renewal and price
adjustment set forth in Section 12 hereof.

         3.       Licensed Rights. Networks agrees to license from Distribution
and Distribution agrees to license to Networks all Library Pictures and all New
Pictures for telecast on the Hallmark Entertainment Networks pay television
service (including cable and satellite but specifically excluding pay-per-view)
on a territory-by-territory basis commencing upon the later of (x) the date the
Picture is available in the relevant Networks territory as set forth on Schedule
A which has been previously provided to Networks (the "Availability Date") and
(y) the date Networks initially telecasts its service in such territory (the
"launch"). Networks shall also have the right to distribute via the Internet,
provided that such distribution is within a Networks Window, is only within the
relevant Networks territory and does not conflict with any Prior Agreement. A
"Prior Agreement" shall be any agreement that Distribution has entered into (x)
prior to the date of this Agreement or (y) prior to Networks' written
notification to Distribution pursuant to Section 4 with respect to the relevant
territory (but in any event, not more than 12 months prior to the Launch Date as
defined in Section 4). The relevant terms and restrictions of Prior Agreements
shall be made available to Networks upon request. Except in Germany, Italy and
Spain and subject to the terms and conditions of those Prior Agreements set
forth on


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Schedule B hereto, Distribution shall not renew or extend the term of any Prior
Agreement. All rights not expressly granted herein, are reserved by
Distribution.

         4.       Availability and Delivery.

                  (a) Networks shall use its best efforts to give Distribution
                  written notice of its intent to launch in a given territory
                  and its expected launch date ("Launch Date") at least six
                  months prior to such launch. After Networks gives such written
                  notice, Distribution agrees not to enter into any distribution
                  agreement which might conflict with Networks' rights in the
                  relevant territory. By the later of (x) 14 business days after
                  receipt of such written notice and (y) six months prior to the
                  scheduled launch, Distribution will provide to Networks
                  Availability Dates of Pictures for the launch. Schedule A
                  shall be amended from time to time to reflect Availability
                  Dates for additional New Pictures and new Networks territories
                  by way of an Availability Letter from Distribution to
                  Networks' Vice President of Programming and Vice President of
                  Finance or their designees. Distribution shall also provide an
                  updated Schedule A at least once each quarter or upon the
                  request of Networks.

                  (b) Distribution shall use best efforts to provide notice to
                  Networks at least 180 days prior to the Availability Date of
                  any Picture and to deliver the materials for such Picture to
                  Networks at least 90 days prior to the Availability Date.
                  Effective January 1, 2000, in the event that Distribution
                  fails to provide notice to Networks at least 90 days prior to
                  the Availability Date of any Picture or fails to deliver the
                  materials for such Picture to Networks at least 30 days prior
                  to the Availability Date, then Networks shall be entitled to
                  an Additional Period (as defined herein) at the end of that
                  Picture's window; provided, however, that no Additional
                  Periods shall be available for windows granted by Nine Network
                  or Beta-Taurus and such windows shall be pro-rated to reflect
                  the amount of time that Networks was able to telecast that
                  particular Picture. The Additional Period shall be equal to
                  the greater of (x) ninety days minus the number of days prior
                  to the Availability Date that notice was actually given
                  regarding the Availability Date and (y) thirty days minus the
                  number of days prior to the Availability Date that delivery of
                  the materials was actually made; provided, however, that in no
                  event shall the Additional Period exceed the amount of time
                  that Networks was actually delayed in telecasting that
                  particular Picture.

                  (c) In the event that Networks fails to launch in a given
                  territory, Networks shall be liable only for the License Fees
                  for the First Window of each New Picture that Distribution has
                  made available and that Distribution is not able to resell for
                  that same time period and Networks shall not be liable for
                  the Licensee Fees for any Library Pictures. In the event that
                  Networks delays a launch in a given


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                  territory for longer than six months after the Launch Date,
                  its First Window shall begin six months after the Launch Date.

         5.       Licensed Exhibitions. Networks will license each Picture for a
minimum of three windows in each Networks territory as set forth below and such
license shall be exclusive as to all forms of television for a period of 18
months, except for the Exceptions identified in Section 8(a) for which the
Windows shall be 12 months; provided, however, that such license and exclusivity
shall be subject to (x) the terms and conditions of Prior Agreements, and (y)
the restrictions and exceptions for those feeds servicing Italy, Germany and
Spain. Networks shall be entitled to its customary number of telecasts during
each window.

                  (a) The First Window shall commence upon the Availability Date
                  and shall expire 18 months thereafter (or 12 months for the
                  Exceptions). Distribution shall have the right to license such
                  Picture to a third party provided that such third party
                  license is effective no sooner than 30 days after expiration
                  of the First Window and expires within such length of time as
                  is customary in such media and territory. The day after the
                  date of such expiration shall be the "Second Availability
                  Date." If Distribution does not enter into such third party
                  license agreement, then the Second Availability Date shall be
                  three years after the expiration of the First Window, unless
                  Distribution, at its sole election, stipulates an earlier
                  date, provided that in no event shall the Second Availability
                  Date be earlier than one year after expiration of the First
                  Window.

                  (b) The Second Window shall commence upon the Second
                  Availability Date for the relevant Networks territory and
                  shall expire 18 months thereafter (or 12 months for the
                  Exceptions). Distribution shall have the right to license such
                  Picture to a third party thereafter, provided that such third
                  party license is effective after expiration of the Second
                  Window and expires within such length of time as is customary
                  in such media and territory. The day after the date of such
                  expiration shall be the "Third Availability Date." If
                  Distribution does not enter into such third party license
                  agreement, then the Third Availability Date shall be three
                  years after the expiration of the Second Window, unless
                  Distribution, at its sole election stipulates an earlier date,
                  provided that in no event shall the Third Availability Date be
                  earlier than one year after the expiration of the Second
                  Window.

                  (c) The Third Window shall commence upon the Third
                  Availability Date for the relevant Networks territory and
                  shall expire 18 months thereafter (or 12 months for the
                  Exceptions).

                  (d) Any subsequent windows pursuant to Section 7(c) shall
                  commence upon the Availability Date provided by Distribution
                  for the relevant Networks territory and shall expire 18 months
                  thereafter (or 12 months for the Exceptions).


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                  (e) The notice periods, delivery of materials and Additional
                  Period provisions of Section 4(b) shall also apply to the
                  Second Availability Date, Third Availability Date and any
                  subsequent Availability Date for each Picture.

         6.       New Pictures.

                  (a) Subject to the terms and conditions of Prior Agreements
                  and to subsections (b) and (c) below, all New Pictures will be
                  premieres (i.e. there will not be any prior exhibition in the
                  relevant territory except for home video) for the first
                  Networks Window in each Networks territory except in Germany,
                  Italy and, Spain. In Germany, Italy and Spain, except for
                  mini-series, a minimum of 50% of all New Pictures will be
                  premieres for the first Networks Window. Mini-series in
                  Germany, Italy and Spain will be premieres at the discretion
                  of Distribution.

                  (b) In the event a New Picture is a motion picture with
                  production costs in excess of $10 million or a mini-series
                  with production costs in excess of $30 million (not to exceed
                  three mini-series in any given year), Distribution agrees to
                  negotiate in good faith with Networks with respect to premiere
                  rights on a territory-by-territory basis. In the event that
                  Distribution and Networks are unable to agree on the License
                  Fee for the premiere rights for such a motion picture,
                  Distribution shall have the right to accept any offer from a
                  third party licensee. In the event that Distribution and
                  Networks are unable to agree on the License Fee for the
                  premiere rights for such a mini-series, then Distribution
                  shall have the right to accept any offer from a third party
                  licensee that is not less than 110% of the amount offered by
                  Networks. If Distribution does not accept such an offer from a
                  third party licensee, Distribution shall give notice to
                  Networks regarding such Picture's Availability Date in
                  accordance with Section 4(b).

                  (c) Distribution shall have the right to withhold on a
                  territory-by-territory basis, a Picture which is to be
                  distributed as a theatrical release for the term of the
                  theatrical distribution agreement.

         7.       Territory and Feeds. Territory shall be each country in which
Networks' service is launched (only in the dominant native language of such
country) and may be worldwide, excluding the United States and Canada. In the
event that Networks elects to restructure its territorial feed resulting in the
addition or deletion of individual countries, the conditions of this Section
shall apply.

                  (a) To the extent that any country is deleted from an existing
                  feed, Networks shall remain obligated to pay the License Fees
                  for the then current Window or the currently scheduled Window
                  in such country regardless of whether Networks exploits its
                  rights to such Window.


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                  (b) To the extent that any additional country is added to an
                  existing feed, License Fees will be charged for such
                  additional country in accordance with Section 8 below on a
                  pro-rata basis.

                  (c) The parties agree that it is their intent that all
                  Pictures will be licensed for a minimum of three Windows in
                  each country. To the extent that an elective restructuring by
                  Networks of countries within a territorial feed results in
                  Networks having exploited fewer Windows in some countries in
                  the feed than in other countries in the feed, then Networks
                  shall license additional Windows (subject to Availability
                  Dates) in excess of the original three Networks Windows as
                  necessary so that all material countries in the feed (as
                  determined in Distribution's judgment) have exploited a
                  minimum of three Windows (subject to Availability Dates). The
                  License Fees for any such additional Windows shall be subject
                  to good faith negotiation by the parties. If the parties are
                  unable to reach agreement on such License Fees, the issue
                  shall be escalated to the President of Distribution and the
                  President of Networks for resolution.

         8.       Networks License Fees.

                  (a) For and in consideration of the rights and licenses
                  granted to Networks hereunder, Networks shall pay to
                  Distribution such License Fee, on a country-by-country,
                  Picture-by-Picture basis, as is set forth in Schedule C. The
                  License Fee shall constitute payment for one Networks Window
                  and therefore shall be payable for each of the three Networks
                  Windows. The License Fees for Australia, the Continental
                  European territories, product reacquired from Beta-Taurus,
                  coproductions, certain feeds that are not typically 18 months
                  and seasonal Pictures (e.g. Christmas) (the "Exceptions")
                  reflect a 12 month exclusive Window and shall be prorated on a
                  monthly basis (rounding to the nearest whole month) for those
                  windows for which Networks receives less than 12 months of
                  exclusivity. All other License Fees set forth on Schedule C
                  reflect an 18 month exclusive Window and shall be prorated on
                  a monthly basis (rounding to the nearest whole month) for
                  those windows for which Networks receives less than 18 months
                  of exclusivity. The License Fee for mini-series shall be the
                  movie of the week rate per hour multiplied by the number of
                  hours for the mini-series. All rates for mini-series premieres
                  (as defined in Section 6) shall be two times the mini-series
                  rate set forth in Schedule C for each of the three Windows
                  granted.

                  (b) The License Fee for each Networks First Window shall be
                  payable in four equal installments; one installment payable at
                  the end of each of four consecutive calendar quarters
                  commencing with the calendar quarter


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                  during which the respective Networks Window commences.
                  Subsequent Windows shall be payable in six equal installments;
                  one installment payable at the end of each of six consecutive
                  calendar quarters commencing with the calendar quarter during
                  which the respective Networks Window commences.

                  (c) Commencing January 1, 2000, the amounts of such License
                  Fees shall increase by 5% per year on a cumulative basis and
                  such increase shall apply to any and all Networks Windows
                  commencing after such increase.

         9.       Hallmark Entertainment. Networks shall be permitted to utilize
the Hallmark Entertainment name in connection with the promotion and
advertisement of the Pictures, provided that all such uses are approved in
advance by the Branding Committee of Hallmark Cards, Incorporated.

         10.      Other Product. Distribution and Networks agree to negotiate in
good faith on a product-by-product basis with respect to Networks' licensing pay
television exhibition rights to any television product which does not fall under
this agreement (i.e., series, documentaries and specials, etc.) and for which
Distribution controls such rights during the Term. Networks acknowledges that
the project "Tenth Kingdom" is specifically excluded from this agreement.

         11.      Non-Transferable. The rights herein may not be assigned,
sublicensed or transferred by Networks by operation of law, change of control or
otherwise; provided, however, that Networks may sublicense select Pictures to
H&H Programming-Asia, LLC and provided further, that upon Networks' written
request, Distribution may, in its sole discretion, permit Networks to sell
select Pictures to another third party or parties. Networks shall be responsible
for the full payment of the License Fee for such Picture(s) as though such
Pictures were exhibited by Networks pursuant to this Agreement.

         12.      Renewal and Price Adjustment.


                  (a) This Agreement shall be renewable for an additional period
                  beginning January 1, 2005 and ending December 31, 2009 (the
                  "Renewal Term") at Distribution's option, provided that
                  Distribution agrees to renew so long as Networks is not in
                  default under this Agreement or any other agreement with
                  Distribution and that Networks does not provide written notice
                  to Distribution by July 1, 2004 indicating that Networks does
                  not wish to renew. Distribution will provide Networks with
                  notice of Distribution's intent to renew or not to renew by
                  July 1, 2004.

                  (b) Either party shall have the right to request a price
                  adjustment for the Renewal Term by providing the other party
                  with written notice prior to

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                  July 1, 2004. In the event either party delivers such notice,
                  the parties agree to negotiate in good faith to determine the
                  fair market rate for the License Fees for the Renewal Term. If
                  the parties fail to reach agreement with respect to License
                  Fees by October 1, 2004, then the parties agree to submit the
                  matter to an independent third party with experience in the
                  industry. The independent third party shall be selected by the
                  parties. In the event the parties fail to agree upon an
                  independent third party, each party shall designate a third
                  party and the designees shall collectively select a neutral
                  third party with experience in the industry, and that party
                  shall determine the fair market value rate for the License
                  Fees for the Renewal Term, provided that such fair market rate
                  shall not be more than 20% higher or 20% lower than the
                  License Fees in existence at such time. Each party shall bear
                  its own costs of the process and the costs of the neutral
                  third party shall be shared equally.

         13.      Entire Agreement. This Agreement and the attached Standard
Terms and Conditions contain the entire agreement between the parties and as of
the date hereof supersede any and all prior oral or written agreements including
the Agreement dated as of January 1, 1996, as amended (the "1996 Agreement"),
provided, however, that Networks Windows licensed pursuant to the 1996 Agreement
shall be counted toward the minimums required pursuant to Section 5 hereof and
that all amounts payable by Networks pursuant to the 1996 Agreement shall
remain due and payable.

         IN WITNESS WHEREOF, this Agreement is executed as of the date first
written above.


       HALLMARK ENTERTAINMENT                HALLMARK ENTERTAINMENT
       DISTRIBUTION, LLC                     NETWORKS, INC.


       By /s/ WILLIAM J. ALIBER              By /S/ DAVID EVANS
          -----------------------               -----------------------

       Title  Vice-President                 Title  President & CEO
             --------------------                 ---------------------