EXHIBIT 10.4
  SECURED
      PROMISSORY NOTE




$125,000


November
_, 2008







Due
June 30, 2010




FOR VALUE
RECEIVED, the undersigned, 301
PRODUCTIONS, INC.,a California corporation ("Borrower"), promises to pay
to the order of the ALFRED J.
FERRO TRUST("Lender"), the principal sum of ONE HUNDRED TWENTY FIVE
THOUSAND AND 00/100 Dollars ($125,000.00). Such total principal sum hereunder
shall be due and payable in full, together with all accrued interest thereon, on
June 30, 2010. Borrower's obligations and liabilities to Lender under this Note
shall be defined and referred to herein as "Borrower's
Liabilities."




The
unpaid principal balance of Borrower's Liabilities hereunder shall bear interest
from the date of disbursement until June 30, 2010 at the rate of ten percent
(10%) per annum (computed on the basis of a 360 day year and actual days
elapsed). The unpaid principal balance of Borrower's Liabilities due hereunder
shall bear interest from June 30, 2010 until paid at the rate of eighteen
percent (18%) per annum (computed on the basis of a 360 day year and actual days
elapsed).




Any
deposits or other sums at any time credited by or payable or due from Lender to
Borrower, or any monies, cash, cash equivalents, securities, instruments,
documents or other assets of Borrower in the possession or control of Lender or
its bailee for any purpose, may be reduced to cash and applied by Lender to or
setoff by Lender against Borrower's Liabilities.




The debt
evidenced by this Note is secured by a lien on the Collateral granted to Lender
pursuant to a Security Agreement of even date herewith by and among Borrower,
National Lampoon, Inc. ("NL") and Lender (the "Security Agreement"), and
pursuant to any other agreement, document or instrument delivered to Lender by
or on behalf of Borrower.




Borrower
warrants and represents to Lender that Borrower shall use the proceeds
represented by this Note solely for proper business purposes in accordance with
the Security Agreement and consistently with all applicable laws and
statutes.




Borrower
may prepay all or any portion of Borrower's Liabilities hereunder without
prepayment penalty.




The
occurrence of any one of the following events shall constitute a default by the
Borrower ("Event of Default") under this Note: (a) if Borrower fails to pay any
scheduled principal or interest payment or fails to pay any other of Borrower's
Liabilities when due and payable or declared due and payable (whether by
scheduled maturity, required payment, acceleration, demand or otherwise); (b) if
Borrower fails or neglects to perform, keep or observe any term, provision,
condition, covenant, warranty or representation contained in this Note or the
Security Agreement; (c) occurrence of a default or Event of Default under any
other agreement heretofore, now or at any time hereafter delivered by or on
behalf of Borrower to Lender; (d) if the Collateral or any other of Borrower's
assets are attached, seized, subjected to a writ, or are levied upon or become
subject to any lien or come within the possession of any receiver, trustee,
custodian or assignee for the benefit of creditors; (e) if a notice of lien,
levy or assessment is filed of record or given to Borrower with respect to all
or any of Borrower's assets by any federal, state, or local department or
agency; (f) if a petition under Title 11 of the United States Code or any
similar law or regulation is filed by or against Borrower or NL, if Borrower or
NL shall make an assignment for the benefit of creditors, if any case or
proceeding is filed by or against Borrower or NL for its dissolution or
liquidation,





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or if
Borrower or NL is enjoined, restrained or in any way prevented by court order
from conducting all or any material part of its business affairs; (g) the
dissolution of Borrower or NL, or the appointment of a conservator for all or
any portion of Borrower's assets or the Collateral; (h) if a contribution
failure occurs with respect to any pension plan maintained by Borrower or any
corporation, trade or business that is, along with Borrower, a member of a
controlled group of corporations or controlled group of trades or businesses (as
described in Sections 414(b) and (c) of the Internal Revenue Code of 1986 or
Section 4001 of ERISA) sufficient to give rise to a lien under Section 302(f) of
ERISA; (i) if Borrower is in default in the payment of any obligations,
indebtedness or other liabilities to any third party and such default is
declared and is not cured within the time, if any, specified therefor in any
agreement governing the same; or (j) if any material, representation, statement,
report or certificate made or delivered to Lender by Borrower, NL or any of
their partners, officers, employees or agents is not true and
correct.




Upon the
occurrence of an Event of Default, at Lender's option, without notice by Lender
to or demand by Lender of Borrower: (i) all of Borrower's Liabilities shall be
immediately due and payable; (ii) Lender may exercise any one or more of the
rights and remedies accruing to a secured party under the Uniform Commercial
Code of the relevant jurisdiction and any other applicable law upon default by a
debtor; (iii) Lender may enter, with or without process of law and without
breach of the peace, any premises where the Collateral is or may be located, and
may seize or remove the Collateral from said premises and/or remain upon said
premises and use the same for the purpose of collecting, preparing and disposing
of the Collateral; and/or (iv) Lender may sell or otherwise dispose of the
Collateral at public or private sale for cash or credit, provided, however, that
Borrower shall be credited with the net proceeds of any such sale only when the
same are actually received by Lender.




Upon an
Event of Default, Borrower, immediately upon demand by Lender, shall assemble
the Collateral and make it available to Lender at a place or places to be
designated by Lender which is reasonably convenient to Lender and
Borrower.




All of
Lender's rights and remedies under this Note are cumulative and non-exclusive.
The acceptance by Lender of any partial payment made hereunder after the time
when any of Borrower's Liabilities become due and payable will not establish a
custom or waive any rights of Lender to enforce prompt payment hereof. Lender's
failure to require strict performance by Borrower of any provision of this Note
shall not waive, affect or diminish any right of Lender thereafter to demand
strict compliance and performance therewith. Any waiver of an Event of Default
hereunder shall not suspend, waive or affect any other Event of Default
hereunder. Borrower and every endorser waive presentment, demand and protest and
notice of presentment, protest, default, non-payment, maturity, release,
compromise, settlement, extension or renewal of this Note, and hereby ratify and
confirm whatever Lender may do in this regard. Borrower further waives any and
all notice or demand to which Borrower might be entitled with respect to this
Note by virtue of any applicable statute or law (to the extent permitted by
law).




Borrower
agrees to pay, immediately upon demand by Lender, any and all costs, fees and
expenses (including reasonable attorneys' fees, costs and expenses) incurred by
Lender (i) in enforcing any of Lender's rights hereunder, and (ii) in
representing Lender in any litigation, contest, suit or dispute, or to commence,
defend or intervene or to take any action with respect to any litigation,
contest, suit or dispute (whether instituted by Lender, Borrower or any other
person) in any way relating to this Note or Borrower's Liabilities or the
Collateral, and to the extent not paid the same shall become part of Borrower's
Liabilities.




This Note
shall be deemed to have been submitted by Borrower to Lender and to have been
made at Lender's principal place of business. This Note shall be governed,
controlled, construed and enforced in accordance with the laws of the State of
California applicable to instruments and agreements made and to be performed
entirely within that State, without regard to any choice of law or conflict of
law provision or rule (whether of such state or any other jurisdiction) that
would cause the application of the law of any jurisdiction other than the State
of California.




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TO INDUCE
LENDER TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO
LENDER'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY,
MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE OR THE
COLLATERAL SHALL BE LITIGATED EXCLUSIVELY IN COURTS HAVING SITUS WITHIN THE CITY
OF LOS ANGELES, STATE OF CALIFORNIA. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE
EXERCISE OF JURISDICTION OVER ITS PERSON AND PROPERTY BY, AND VENUE IN, ANY
COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF LOS ANGELES, STATE OF
CALIFORNIA (WHETHER IT BE A COURT OF SUCH STATE, OR A COURT OF THE UNITED STATES
OF AMERICA SITUATED IN SUCH CITY AND STATE), AND IN CONNECTION THEREWITH, AGREES
TO SUBMIT TO, AND BE BOUND BY, THE JURISDICTION AND VENUE OF SUCH COURT, ANY
OBJECTION TO SUCH JURISDICTION AND VENUE BEING EXPRESSLY WAIVED HEREBY. BORROWER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY
LITIGATION BROUGHT AGAINST BORROWER BY LENDER IN ACCORDANCE WITH THIS
PARAGRAPH.




BORROWER
IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH
THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (II) ARISING FROM ANY
DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS NOTE OR ANY SUCH
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREES THAT ANY SUCH ACTION,
SUIT, COUNTERCLAIM OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.











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