CROWN MEDIA HOLDINGS INC
EX-10.2 2ND AMENDED/RESTATED STOCKHOLDERS AGRMT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>d95104ex10-2.txt
<DESCRIPTION>EX-10.2 2ND AMENDED/RESTATED STOCKHOLDERS AGRMT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                          ACKNOWLEDGMENT AND AGREEMENT

     This Acknowledgment and Agreement dated as of December 31, 2001, is
executed by Hallmark Entertainment Holdings, Inc. ("HEH").

     WHEREAS, Hallmark Entertainment, Inc. ("HEI") is a shareholder of Crown
Media Holdings, Inc. ("Company"), and is a party to that certain Second Amended
and Restated Stockholders Agreement dated as of August 30, 2001, by and among
Hallmark Entertainment, Inc., Liberty Media Corporation, Liberty Crown, Inc.,
VISN Management Corp., JP Morgan Partners (BHCA), L.P. and DirecTV Enterprises,
Inc. (the "Stockholders Agreement"); and

     WHEREAS, HEI has transferred to its parent company HEH, HEI's shares of
Class A Stock and Class B Stock of the Company ("Company Stock"); and

     WHEREAS, such transfer is permitted pursuant to Section 3.4 of the
Stockholders Agreement;

     NOW, THEREFORE, HEH hereby acknowledges and agrees as follows:

     HEH shall hereby become a signatory to the Stockholders Agreement and
shall receive the same rights set forth therein and be bound by the same
obligations set forth therein as HEI, except as provided in Section 3.4 and
Section 3.5 of the Stockholders Agreement.

     IN WITNESS WHEREOF, HEH has caused this Acknowledgement and Agreement to
be executed as of the date set forth above.


                                                HALLMARK ENTERTAINMENT
                                                HOLDINGS, INC.

                                                /s/ JUDITH WHITTAKER
                                                ---------------------
                                                By: Judith Whittaker
                                                Title: VICE PRESIDENT

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</DOCUMENT>
