ACKNOWLEDGEMENT

                                                                    EXHIBIT 10.4

                                 ACKNOWLEDGEMENT

         Acknowledgement (this "Acknowledgement"), dated as of March 11, 2003,
in connection with the Second Amended and Restated Stockholders Agreement, dated
as of August 30, 2001 (the "Crown Stockholders Agreement"), by and among
Hallmark Entertainment Holdings, Inc. ("HEH") (as transferee of the shares of
Class A Stock and Class B Stock previously held by Hallmark Entertainment,
Inc.), Liberty Media Corporation, Liberty Crown, Inc. (as transferee of the
shares of Class A Stock previously held by Liberty Media Corporation), VISN
Management Corp., XX Xxxxxx Partners (BHCA), L.P., DIRECTV Enterprises, Inc.
(collectively, the "Stockholders") and Crown Media Holdings, Inc. (the
"Company"). (Capitalized terms used but not defined herein having the meanings
assigned to them in the Crown Stockholders Agreement.)

         WHEREAS, certain Stockholders have entered into that certain
Contribution Agreement dated as of March 11, 2003, by and among Hallmark
Entertainment Investments Co. ("HEIC") and other signatories thereto pursuant to
which certain Stockholders will contribute shares of Class A Stock or shares of
Class B Stock, in exchange for shares of Class A common stock of HEIC, par value
$.01 per share and shares of Class B common stock of HEIC, par value $.01 per
share respectively (the "Contribution");

         WHEREAS, in connection with the Contribution, the undersigned will no
longer be a Stockholder of the Company; and

         WHEREAS, in connection with the Contribution, certain Stockholders have
entered into that certain Stockholders Agreement dated as of March 11, 2003 (the
"HEIC Stockholders Agreement") by and among HEIC and other signatories thereto
to provide for certain rights and obligations in respect of their shares of
HEIC;

         NOW, THEREFORE, the undersigned hereby acknowledges and agrees:

         That upon the completion of the Contribution, the undersigned shall no
longer have any rights pursuant to the Crown Stockholders Agreement; provided
however, that nothing herein shall limit or affect in any way any rights the
undersigned may have under the HEIC Stockholders Agreement, including without
limitation any provisions of the Crown Stockholders Agreement that are referred
to or incorporated by reference in the HEIC Stockholders Agreement.

         IN WITNESS WHEREOF, the undersigned has duly executed this
Acknowledgement as of the date first written above.

                                      XX XXXXXX PARTNERS (BHCA), L.P.,
                                           By: JPMP MASTER FUND MANAGER, L.P.,
                                                     its general partner
                                               By: JPMP CAPITAL CORP.,
                                                     its general partner

                                       By:     /s/ Xxxxxxx X. Xxxxxx /s/
                                          --------------------------------------
                                               Name:  Xxxxxxx X. Xxxxxx
                                               Title: Managing Director