EXHIBIT 10.5








PROMISSORY
NOTE




$150,000
              October
      3,2008




l.0Promiseto Pav:
Initial Interest Rate.FOR VALUE RECEIVED, National Lampoon. Inc. ("Maker"), binds
itself to pay to the order of Gerald J. Daigle, Jr. ("Payee"),the principal sum of ONE
HUNDRED FIFTY THOUSAND AND NO/100 ($150,000) DOLLARS, together with interest
thereon at the rate often percent (10%) per annum from the date hereof through
the Maturity Date (as defined below).





2.0Guaranty,In order to induce Payee to
make the loan evidenced by this Note, Daniel S. Laikin ("Guarantor'*) hereby
unconditionally and irrevocably, jointly and severally., guarantees to Payee and
to its successors, endorsees and/or assigns, the full and prompt payment of the
principal sum of the Note in accordance with its terms when due, by acceleration
or otherwise, together with all interest accrued thereon, and the full and
prompt payment of all other sums, together with all interest accrued thereon,
when, due under the terms of the Note.





3.0  Payment





3.1  Maker
shall pay the loan evidenced by this Promissory Note (this t4Note,:) as
follows: Maker shall pay the principal balance and all accrued but unpaid
interest, and all other remaining unpaid fees and other amounts due hereunder on
January 15, 2009, the maturity date of this Note (the "Maturity
Date").





3.2  Interest
on this Note shall be computed on a simple interest basis by applying the annual
interest rate to the actual number of days the principal balance is
outstanding.





3.3  Both the
principal and interest under this Note are payable at the offices of Payee at
909 Poydras Street, Suite 2230, New Orleans, Louisiana 70112, or at such other
place as Payee may from time to time designate in writing.





4.0Right to
Make PrepaymentMaker may prepay all or
any portion of the principal amount of this Note prior to the Maturity
Date.





5.0Attorneys*
Fees. If this Note is not paid when, due and is referred to an attorney
for collection (whether or not litigation is commenced), or for representation
of Payee in proceedings under the Bankruptcy Code or other insolvency
proceedings, the undersigned promises to pay, and Payee shall be entitled to
recover, the reasonable fees and expenses of such attorney in an amount not
exceeding twenty-five percent of the unpaid debt then owing under this Note, in
addition to the full amount due hereunder.











6.0 Waivers.
Maker, its successors and assigns and any endorser or Guarantor hereof, whether
a party hereto or by separate agreement, waive presentment, protest, demand and
any notice of protest, demand, dishonor, acceleration, intent to accelerate and
nonpayment of this Note, and also all pleas of division and discussion, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time without notice, and -without in any way affecting the liability of
any Maker, its successors, assigns, and any endorsers, guarantors or sureties
hereof. No extension of time for the payment of this Note, or any installment
hereof, made by agreement of Payee with any person or entity now or hereafter
liable for payment of this Note, shall in any way affect the original liability
of any Maker under the terms of this Note, even if such Maker is not a party to
any such agreement





7.0 Caption
Headings.Caption
headings of the sections of this Note are for convenience purposes only and are
not to be used to interpret or to define their provisions. In this Note,
whenever the context so requires, the singular includes the plural and the
plural includes the singular.





8.0 Severability.
If any provision of this Note is held to be invalid, illegal or unenforceable by
any court, that provision shall be deleted from thi s Note and the balance of
this Note shall be interpreted as if the deleted provision never
existed.







MAKER:




NATIONAL
LAMPOON, INC,






/s/ 
Daniel S. Laikin











GUARANTOR






/s/  Daniel S.
Laikin