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                                                                    EXHIBIT 10.2


                                 PROMISSORY NOTE


Amount:  $150,000,000                            Date:    As of August 31, 2001
                                                          Wilmington, Delaware

Section 1.  SUBORDINATION.

            Section 1.1. The indebtedness evidenced by this instrument is
subordinated to other indebtedness pursuant to, and to the extent provided in,
and is otherwise subject to the terms of the Subordination and Support Agreement
dated as of August 31, 2001, as amended or supplemented by and among Crown Media
Holdings, Inc., various of its subsidiaries, The Chase Manhattan Bank, as Agent
for various Lenders and the Issuing Bank, and Hallmark Cards, Incorporated (the
"Subordination Agreement"). Even though HC Crown Corp. is not a signatory to the
Subordination Agreement, it agrees to be bound by the terms thereof as if it
were the "Subordinated Creditor" as that term is defined therein and as if the
obligations of the Company pursuant to this Promissory Note were explicitly
enumerated as being included in the Subordinated Obligations as defined therein.

Section 2.  PROMISE TO PAY.

            Section 2.1 For value received, Crown Media Holdings, Inc., a
            Delaware corporation ("Company") and those Guarantors signatory
            hereto ("Guarantors"), hereby promise to pay to the order of HC
            Crown Corp., a Delaware corporation ("HC"), at such place as HC may,
            from time to time specify in writing, the principal amount
            outstanding under this Note together with all fees and accrued
            interest no later than the Maturity Date and in accordance with
            Section 6 hereof.

Section 3.  DEFINITIONS.

            "Affiliate" means, with respect to any party, any entity which
directly or indirectly holds a controlling interest in, is controlled by or
under common control with such party.

            "Applicable Interest Rate" means for any day with respect to any
LIBOR loan, the amount set forth in Section 5 hereof.

            "Bank Facility" means that certain Credit, Security, Guaranty and
Pledge Agreement of the Company with The Chase Manhattan Bank as Agent, and
certain Lenders identified therein dated as of August 31, 2001, for up to $300
Million.

            "Company" has the meaning specified in the introductory clause
hereto.

            "HC" has the meaning specified in the introductory clause hereto.

            "Indebtedness" means all obligations of borrowed money (including
capital leases, notes payable and letters of credit) of the Company, its
subsidiaries, or of any acquired business (without duplication) including
contingent liabilities.

            "LIBOR" means the three month rate published the first day of each
quarter in the Wall Street Journal.




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            "Maturity Date" means the earlier of (x) five (5) years six months
from the date hereof, (y) such time as the Maximum Amount has been reduced to
zero and (z) six months subsequent to the date of the termination or expiration
of the Bank Facility and the repayment of all obligations of the Company
thereunder.

            "Maximum Amount" means as of the time of any computation,
$150,000,000 less the sum of (i) Net Cash Proceeds applied in the manner
permitted by Section 6.5 (vii) of the Credit Agreement and (ii) any amounts
theretofore paid to The Chase Manhattan Bank, as Agent under the Bank Facility
by Hallmark Cards, Incorporated pursuant to the Limited Guarantee Agreement and
Acknowledgement dated as of August 31, 2001, made by HC in favor of The Chase
Manhattan Bank, as Agent. HC shall have no obligation to make loans under this
Note in an amount in excess of the Maximum Amount. To the extent that the
Maximum Amount decreases subsequent to the making of any loans hereunder, the
amount by which the outstanding principal amount of the loans exceeds the
Maximum Amount shall be subject to repayment to the extent allowed by the terms
of the Subordination Agreement referred to in Section 1 above.

            "Net Cash Proceeds" shall mean cash payments received in exchange
for the issuance of any debt or equity security by the Company or any of its
subsidiaries net of commissions and other reasonable fees and expenses incurred,
any taxes payable and reasonably estimated income taxes payable with respect to
the fiscal year during which such issuance occurs, as a consequence of any
repatriation of such cash payments to the Company.

Section 4.  USE OF PROCEEDS.

            The proceeds of the Facility shall be used: (i) to produce, acquire,
distribute and market film and television related properties, and (ii) for
general corporate purposes.

Section 5.  AVAILABILITY.

            HC agrees to make the Maximum Amount available to the Company in
accordance with the terms hereof only at such time as the Company shall have
borrowed all amounts then available to it under the bank Facility (giving effect
to all of the conditions precedent, restrictions and other terms of the Bank
Facility).

Section 6.  INTEREST.

            Section 6.1 Loans provided hereunder shall bear interest at a rate
            equal to LIBOR plus three percent (3%). Interest shall be payable
            quarterly as defined in Section 7.1. Upon the occurrence of an Event
            of Default, the Applicable Interest Rate plus 2% per annum shall
            apply on all outstanding loans.

            Section 6.2 All calculations of interest and fees shall be made on
            the basis of actual number of days elapsed in a 360-day year.

            Section 6.3 As of December 31, 2001, an additional one-half percent
            (.5%) will be added to the Applicable Interest Rate.

            Section 6.4 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 laws or any other law applicable to the loan
            evidenced hereby, all sums in excess of those lawfully collectible
            as interest for the period in

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            question shall, without further agreement or notice between or by
            any party hereto, be applied to principal immediately upon receipt
            of such monies by HC with the same force and effect as though
            Company had specifically designated such extra sums to be so applied
            to principal and HC had agreed to accept such extra payment(s) as a
            premium-free prepayment.

Section 7.  REPAYMENT AND MANDATORY PREPAYMENT.

            Section 7.1 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. Company shall pay to HC a single
            principal payment (together with all accrued and unpaid interest) on
            the Maturity Date, if not previously paid.

            Section 7.2 To the extent permitted by the Bank Facility, the
            Company shall have the obligation within five (5) days of receipt
            thereof to apply any Net Cash Proceeds realized since the date
            hereof to (i) prepay any outstanding balance of this Note or (ii)
            reduce the Maximum Amount hereunder by such amount by delivery of a
            written notice to that effect. Such mandatory prepayment shall be
            without premium or penalty and the Company shall not be entitled to
            reborrow such amounts.

            Section 7.3 Company shall have the privilege at any time and from
            time to time, to prepay this Note in whole or in part without
            premium or penalty.

Section 8.  FEES.

            In consideration of the loans provided hereunder, Company agrees to
pay to HC a commitment fee of one percent (1%) of the initial Maximum Amount,
payable in arrears in equal monthly installments for twelve (12) months.

Section 9.  COVENANTS.

            Section 9.1 Company shall deliver to HC not later than 45 days after
            the end of each fiscal quarter and not later than 90 days in the
            event of the fiscal year end:

            (i)         A consolidated balance sheet of Company and its
                        subsidiaries as of the end of the most recently ended
                        fiscal year together with the consolidated statements of
                        income, shareholder's equity, and cashflows
                        corresponding to the same; and

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

Section 10. EVENTS OF DEFAULT.

            Subject to the terms of the Subordination Agreement referred to in
Section 1 above, each of the following shall constitute an event of default
hereunder (an "Event of Default"):



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            (i)         The failure of Company 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 continues for a period of five (5) days or more
                        after written notice thereof from HC;

            (ii)        The failure of Company to provide timely financial
                        information or certification as required by Section 8 if
                        such failure continues for a period of ten (10) days or
                        more after such information or certification is due and
                        HC has made a written demand upon Company for the same;

            (iii)       The failure to observe or perform any other term or
                        covenant contained in this Agreement and such default
                        shall continue for a period of ten (10) days after the
                        date upon which written notice thereof is given to the
                        Company.

            (iv)        Company shall be in default with respect to the Bank
                        Facility and such default could accelerate the maturity
                        of the indebtedness thereunder and such default is not
                        cured or waived within the grace period provided
                        therein.

Section 11. REMEDIES.

            Subject to the terms of the Subordination Agreement referred to in
Section 1 above, upon the occurrence of an Event of Default and at any time
thereafter during the continuance of such Event of Default hereunder, HC 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 Company and Guarantors.

Section 12. WAIVERS.

            Section 12.1 The failure by HC 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, HC shall
            not, by any act or omission or commission, be deemed to waive any
            right hereunder unless such waiver is evidenced in writing and
            signed by HC, 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 HC's
            rights or remedies with respect to any subsequent event.

            Section 12.2 Company and Guarantors expressly waive presentment for
            payment, notice of dishonor, protest, notice of protest, diligence
            of collection, and each other notice of any kind, and hereby consent
            to any number of renewals or extensions of time for payment hereof,
            which renewals and extensions shall not affect the liability of
            Company.

            Section 12.3 Company and Guarantors hereby waive and release all
            errors, defects and imperfections in any proceeding instituted by HC
            under the terms hereof as well as all benefits that might accrue to
            Company or Guarantors 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 Company and Guarantors agree 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 HC.



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Section 13. LICENSE.

            As further consideration for the loans provided hereunder, Company
hereby grants to HC and its Affiliates the royalty-free right to utilize any
technology which is developed at any time prior to five years from the date
hereof by or for Company or any of its Affiliates. Company will keep HC's
designated representatives advised of all technological developments during such
period. This Section 13 shall survive the termination or expiration of this
Agreement.

Section 14. 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:

                  COMPANY:  Crown Media, Inc.
                            6430 S. Fiddlers Green Circle
                            Englewood, Colorado  80111
                            Attn: Mark Thompson

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

Until such time as the Company and HC have received written notice from The
Chase Manhattan Bank that the commitment of the Lenders under the Bank Facility
has terminated and that all outstanding obligations of the Company under the
Bank Facility have been satisfied, the Company and HC shall send a written copy
of any such notice given to any party hereunder to The Chase Manhattan Bank at
the address to which notices are to be delivered to The Chase Manhattan Bank
pursuant to the terms of the Bank Facility.

Section 15. ASSIGNABILITY.

            This Agreement shall be binding upon and inure to the benefit of
Company and HC and their respective successors and assigns; provided, however,
that this Agreement, or any portion thereof, may not be assigned by Company
without the written consent of HC.

Section 16. MODIFICATIONS.

            This Note may be modified only in a writing signed by Company and
HC. Any amendment, extension of time or any other modification shall not affect
Guarantors' obligations hereunder.

Section 17. 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 18. 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 19. 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 provisions hereof shall be unaffected and remain valid and enforceable
to the fullest extent permitted by law.

Section 20. REPLACEMENT.

            This Note hereby replaces that certain Note dated February 12, 2001
which Note is hereby terminated.

         IN WITNESS WHEREOF, the undersigned officers have executed this Note as
of the day and year first above written thereby legally binding such party to
the terms hereof.


HC CROWN CORP.                          CROWN MEDIA HOLDINGS, INC.

By  /s/ Judith Whittaker                By /s/ William J. Aliber
   --------------------------             --------------------------------------

Name: Judith Whittaker                  Name: William J. Aliber
     ------------------------                -----------------------------------

Title:     Vice President               Title: EVP and Chief Financial Officer
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CROWN MEDIA INTERNATIONAL, INC.         CROWN MEDIA UNITED STATES, LLC

By  /s/ William J. Aliber               By /s/ Charles Stanford
   --------------------------             --------------------------------------

Name:   William J. Aliber               Name:  Charles Stanford
     ------------------------                -----------------------------------

Title:  Vice President                  Title: Vice President
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