EXHIBIT
10.4




NLDM
ONE, L.L.C.


FLIM
FLAM FILMS, L.L.C.


VOODOO
PRODUCTION SERVICES, L.L.C.











NOTICE OF ASSIGNMENT AND
DIRECTION TO PAY








Please
make reference to the Agreement between NATIONAL LAMPOON, INC. ("NL") and FLIM
FLAM FILMS, LLC ("Flim Flam") (together the "Parties") dated as of April 30,
2007 for the distribution of the motion picture "DIRTY MOVIE" or "NATIONAL
LAMPOON'S DIRTY MOVIE" (the "Picture") as therein defined ("NL
Agreement").




Unless
defined herein, words and phrases appearing in this Notice of Assignment and
Direction to Payshall
have the meaning as defined in the NL Agreement.




1.  Please
take notice that the interest of Flim Flam in the Agreement has been contributed
to NLDM ONE, L.L.C. ("NLDM ONE") pursuant to a Contribution Agreement dated as
of January 31, 2008 between Flim. Flam and NLDM ONE, and accordingly, the
Licensee has assigned its 75% interest in the gross receipts of the Picture (as
provided in paragraph 3 of the NL Agreement) to NLDM ONE. Notwithstanding the
foregoing, Flim Flam has retained its right of recoupment of Production costs at
120% as provided in the penultimate sentence of paragraph 3 of the NL Agreement,
except as provided in paragraph 2 below.




2.  In light
of certain distribution and production services performed for the Picture by
Voodoo Production Services, LLC ("Voodoo"), as well as certain other financial
considerations, NLDM ONE has agreed to assign an amount equal to 8% of the gross
receipts of the Picture to Voodoo. In addition, Flim Flam has agreed to assign
Voodoo the first $190,000 that it will be entitled to receive pursuant to its
right of recoupment of Production costs as set forth in paragraph. 3 of the NL
Agreement.





Accordingly,
the Parties hereby agree that paragraph 3 of the NL- Agreement shall be revised
to read as follows:




"3.
DIVISION OF GROSS RECEIPTS: Gross receipts from the Picture shall be divided as
follows: First, NL will receive its 8% trademark fee,


Next, NL
will receive its distribution fee, which is 20% when distributing directly and a
5% override if being distributed by a third party.




Next,
Voodoo Production Sendees, LLC ("Voodoo") will receive its 8%
distribution/production fee (equal in amount, to NL's 8% trademark fee),
provided that payment of Voodoo's 8% distribution/production fee shall be
deferred until NL (or it sub-distributor) recoups 120% of P&A and Licensee
(or its assignee - including Voodoo) recoups 120% of Production costs. Next,
recoupment by NL- (or its sub-distributor) of P&A at 120%. P&A will be a
minimum of S .100,000.00 and a maximum of $300,000.00 without the written
approval of Licensee. 20-40% of the P&A will be spent on NL platforms and
other NL media.


Next,
recoupment by Licensee of Production costs at 120%. Production costs will be a
minimum of §100,000 and a maximum of 5200,000.00 without the written approval of
NL, provided S190,000 of this amount will be paid to Voodoo as specified
below.


The
balance will be divided 75% to Licensee and 25% to NL, provided that Voodoo's
8%


distribution/production
fee shall not be included in the computation of the balance for puiposes
of


calculating
the 25% due to NL.











Any and
all payments made by NL with respect to amounts owed to Voodoo as assignee of
NLDM ONE and/or Flim Flam, as applicable, shall be paid as and when due and
payable to Voodoo Production Services, LLC, if by wire transfer to:





Account:
Voodoo Production Services, LLC


Bank: The
Business Bank of St. Louis


St.
Louis, Missouri


Account
Number: 12984420


Routing
No. 081018998


(or to
such other address or account as Voodoo may designate in writing)





NL
acknowledges that it will pay all funds relating to amounts assigned by NLDM ONE
and/or Flim Flam, as applicable, to Voodoo under the NL Agreement to the above
account.





All other
clauses and conditions set forth in the NL Agreement, not herein amended, for
any legal purposes shall remain in full force and effect and bind the parties
and are hereby ratified and confirmed.





IN
WITNESS HEREOF, the parties hereto have agreed and caused this Notice of
Assignment and





Direction
to Pay to be executed by their duly authorized representatives effective as of
October 1, 2008.                                                                                               --^