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                                                                   EXHIBIT 10.13


                      HALLMARK ENTERTAINMENT NETWORKS, INC.

                         SHARE APPRECIATION RIGHTS PLAN


         1.   PURPOSE. To provide the chief executive officer and other key
officers of the Company with incentives linked to the increase in the Company's
market value.

         2.   ELIGIBILITY. The chief executive officer and other key officers of
the Company as approved by the Board of the Company.

         3.   SHARE APPRECIATION RIGHTS. The Board of Directors has authorized
the creation of 3,000,000 phantom share appreciation rights ("SARs"). The SARs
will be subject to restrictions herein described related to their exercise and
transferability and will provide plan participants with the right to benefit
from any increase in the value of SARs for a specified number of years. The SARs
will have none of the rights associated with common shares such as voting or
dividend rights and will have no value outside the context of this Plan.

         4.   UNIT VALUATION. Initially, the value of an SAR (the "Unit Value")
will be an amount equal to 3% of $450 million, i.e., $13.5 million, divided by
3,000,000. Subsequently the Unit Value will be the quotient of (i) an amount
equal to 3% of the Plan Value of the Company divided by (ii) 3,000,000;
provided, however, that the aggregate distribution pursuant to this Plan shall
not exceed $15 million and provided, further, that the aggregate distribution
pursuant to this Plan to any single person shall not exceed $10 million.

              A. Except as set forth in subparagraphs 4C and D and 7B below,
during any period when the Company's stock is not publicly traded, the "Plan
Value of the Company" shall be the fair market value of the common stock of
the Company, determined as set forth below. The "fair market value of the
Company" means the price which could reasonably be expected to be obtained for
the common stock of the Company within six (6) months after the valuation if it
were sold in a single arms' length transaction wherein there would be a change
of control, using valuation techniques then prevailing in the industry that
would maximize after tax earnings to Hallmark and assuming a reasonable period
for effecting such sale. The Qualified Appraisers, hereinafter defined, shall
consider, among other factors they deem relevant and customarily considered in
transactions of this nature in determining the value of the Company, whether the
business is continuing as an ongoing concern and whether the then current
management is remaining in place and for what duration or, if known, the new
management team.

              B. Except as set forth in subparagraphs 4C and D and 7B below, and
unless less than 10% of the outstanding stock of the Company is publicly traded,
during any period when the Company's common stock is publicly traded, the "Plan
Value of the Company" shall be the market capitalization of the Company (i.e.,
the closing market value of a share of common stock of the Company as shown in
The Wall Street Journal on the valuation date or the next


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following date on which such trading occurred, times the number of outstanding
shares of stock of the Company).

              C. In the event of the sale of all of the outstanding stock of the
Company, the Plan Value of the Company shall be the sale price of the common
stock of the Company.

              D. In the event of the sale of all or substantially all of the
assets of the Company, the Plan Value of the Company shall be the sale price of
the assets, net of the amount of any debt assumed by the buyer or the amount of
any debt required to be paid by Seller.

         5.   SAR GRANTS. SARs shall be granted at the discretion of the Board
of Directors. At the date of a grant of SARs, the exercise price ("Base Value")
of an SAR will equal the most recently determined Unit Value. Thereafter the
Base Value of a granted SAR will be increased by an amount equal to the quotient
of 3% of (i) any equity contribution by stockholders or members to the Company
divided by (ii) 3,000,000 and decreased by an amount equal to the quotient of
(i) 3% of any capital distributions of dividends to stockholders divided by (ii)
3,000,000.

         6.   SAR EXERCISE.

              A. Term. The term of the Plan and of each SAR will end December
31, 2002. The SARs, vested or unvested, will have no rights or value after their
term has expired except as provided in Paragraph 7A.

              B. Vesting Provisions. SARs will vest in thirty-six (36) equal
installments commencing the date of grant and monthly thereafter.

              C. Payment on Exercise. Upon exercise of a vested SAR the
participant will receive the Appreciation Value of the SAR. "Appreciation Value"
means an amount equal to the excess, if any, of the Unit Value determined as
herein provided over the Base Value of the SAR being exercised. Payment will be
made in cash unless the Company is prevented by law or the terms of any credit
agreement or otherwise from doing so in which event it will issue a negotiable
note in the amount due with interest at the prevailing prime rate as published
in The Wall Street Journal on the date of issuance. Payments on any such notes
will be subordinate to the payment of indebtedness of the Company for borrowed
money from external sources, to the extent that the terms of that borrowed money
prevent payment of such notes, and will be paid as soon as permitted.

         7.   REDEMPTIONS.

              A. Any vested SARs outstanding on the day after the end of the
Plan term shall be bought by the Company at their Appreciation Value.


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              B. In the event of the sale of a controlling interest of the
Company or of all or substantially all of its assets, the Company will have the
right (but not the obligation) to buy back any or all remaining SARs at their
Appreciation Value. In the event of a sale of a controlling interest in the
Company but not the entire Company, the Appreciation Value shall be calculated
as if it were a redemption at the end of the Plan term. In such event all SARs
shall be fully vested.

         8.   TERMINATION. In the event of a participant's involuntary
termination without cause or a participant's termination for "good reason" from
the Company, one-half of the participant's unvested SARs shall be vested. In the
event of a participant's voluntary termination without "good reason" or
involuntary termination with cause from the Company or its affiliates, all
unvested SARs shall be forfeited. "Termination Without Cause" as used herein
shall mean what such term is defined in a participant's employment agreement or
it shall mean (if such term is not otherwise defined in a participant's
employment agreement) termination which is not reasonably justifiable by
participant's conduct, failure to perform as directed, or behavior damaging to
the reputation or image of the Company or its business or which materially
impairs the effectiveness of the participant in his/her position. Any other
involuntary termination shall be deemed to be with cause. Termination by a
participant for "good reason" shall be as defined in his employment agreement
(or if not defined in a current employment agreement, due to a substantial
breach by the Company of his written employment agreement). The good faith
determination of the Board of Directors as to whether a termination is with or
without cause or is voluntary shall be binding on the participant.

         Determination of the value of the vested SARs will be made as if SARs
were exercised at the end of the year preceding the year of the participant's
termination, except that on a termination "without causes" or for "good reason,"
a participant may elect, by written notice delivered to Company within 30 days
after such termination, to have his SARs valued under paragraph 7 as if there
had been no termination.

         9.   RETIREMENT, DEATH, OR PERMANENT DISABILITY. In the event of a
participant's retirement, death or permanent disability:

         --   Unvested SARs shall be vested.

         --   Vested SARs shall be valued at an amount equaling the difference
              between the Base Value of the SARs being exercised and the most
              recently determined Unit Value for such SARs pursuant to 11E prior
              to the date of retirement, death or permanent disability.

         10.  SALE OF A CONTROLLING INTEREST. In the event of the sale of
controlling interest of the Company or of all or substantially all of its assets
and the Company does not elect to mandatorily buy-back any and/or all SARs, the
Company shall require under the terms of the


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transaction that the third party transferee be bound by any and/or all Plan
obligations of the Company.

         11.   MISCELLANEOUS.

              A. Funding. All benefits from this Plan shall be payable solely
from the general assets of the Company and no separate or special funds shall be
established and no segregation of assets shall be made to assure the payment of
benefits from this Plan. The participant shall have no right, title, or interest
in or to any investments which the Company may make to aid in meeting its
obligations under this Plan. Nothing contained in this document, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind or a fiduciary relationship between the Company and a participant or
any other person. To the extent that any person acquires a right to receive
payments from the Company pursuant to this Plan, such rights shall be not
greater than the right of an unsecured creditor of the Company.

              B. Transfer. SARs may not be transferred other than to the
Company, or one of its shareholders with the consent of the Company, and by will
or the laws of descent and distribution. Each participant shall have the
revocable right to make a written designation of one or more beneficiaries and
one or more contingent beneficiaries. The designation of a beneficiary, and any
revocation and redesignation, shall be effective when received by the Company.
No participant may assign, transfer, alienate, or encumber in any manner his
interest under this Plan. No participant may borrow funds and grant a security
interest or otherwise pledge his rights under this Plan. No provision of this
Plan shall be construed to limit the right of the Company to discharge any
participant or to confer upon any participant the right to continued employment
or any other right not specifically granted in this document.

              C. Taxes. The Company shall be entitled to withhold the amount of
any withholding tax or other amounts required by law or regulation to be
withheld with respect to any amount payable under this Plan.

              D. Administration. This Plan shall be administered by the Board of
Directors of the Company. The Board shall have full power to construe and
interpret this Plan, to establish and amend rules for its administration, to
grant SARs under the Plan, to decide any dispute which may arise thereunder and
to correct any defect or omission or reconcile any inconsistency in this Plan
and any employment agreement. All actions taken and decisions made by the Board
pursuant to this Plan in good faith shall be binding and conclusive on all
persons interested in the Plan. No member of the Board shall be liable for any
action or determination made in good faith with respect to the Plan.

              E. Determination of Plan Value of the Company. Except as set forth
in subparagraphs 4C, 4D and 7B, the Plan Value of the Company pursuant to
Sections 4 and 7 hereof, for the purpose of valuation and payment of SARs (other
than a redemption at the end of the term) shall be as agreed by the participant
(or his legal representatives in the event of his


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death) holding more than a majority of the vested SARs (the "Designated
Participant") and the Board of Directors or, failing to agree, as determined by
the independent appraiser which values Hallmark annually, based upon its most
recent appraisal but adjusted for the fair market value definition herein
including an assumed change in control and for the Equity Return and debts as
set forth in Paragraph 4A relating to Plan Value of the Company. For the purpose
of a redemption by the Company at the end of the term and except as set forth in
subparagraphs 4C, 4D and 7B, the Plan Value pursuant to Sections 4 and 7 hereof
shall be as agreed by the Designated Participant and the Board of Directors or,
failing to agree, the Board and the Designated Participant shall each designate
a Qualified Appraiser, which Qualified Appraisers shall be retained by the
Company to determine the Plan Value of the Company as of the applicable
Appraisal Date. Each Qualified Appraiser shall submit its written determination
of the Plan Value of the Company to the Company within 45 days after the date of
its retention. If the higher determination of the two Qualified Appraisers is
not greater than 110% of the lower determination, the Plan Value of the Company
shall be the average of such two determinations. If the higher determination is
greater than 110% of the lower determination then such two Qualified Appraisers
shall jointly select within ten (10) days after the date on which the later of
such two determinations was delivered a third Qualified Appraiser to be retained
by the Company. Such third Qualified Appraiser shall deliver its written
determination of the Plan Value of the Company as of the applicable Appraisal
Date within 30 days after its retention, and the Plan Value of the Company shall
be the average of the two closest determinations or, if there are not two
closest determinations, the average of all three determinations. "Qualified
Appraiser" shall mean a nationally recognized appraisal or investment banking
firm with substantial experience as of the applicable Appraisal Date in valuing
entertainment properties. The Company shall pay the expense of the appraiser
selected by it and, up to $100,000 for the second and third appraisers
collectively. The selling participant shall pay the balance of the cost of such
appraisers.

              F. Amendments. This Plan may be amended by the Board of Directors
of the Company provided if any amendment would materially adversely affect the
rights of Plan participants to outstanding SARs, e.g., the issuance of
additional SARs which would dilute the value of outstanding SARs, it must be
approved by holders of 50% of the outstanding SARs.

              G. Employment Agreements. The provisions hereof may be modified by
the employment agreements between a participant and the Company. In such event
the provision of the Employment Agreement shall control.


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