EXHIBIT 10.3

                             NATIONAL LAMPOON, INC.



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                            SERIES C VOTING AGREEMENT

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                             ___________ _____, 2004
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                            SERIES C VOTING AGREEMENT

      THIS  SERIES  C  VOTING   AGREEMENT  (this   "AGREEMENT"),   dated  as  of
_______________,      2004,     is     entered     into     by     and     among
________________________________  ("_________________") together with any former
and future purchasers of Series C Preferred, as defined below ( "PURCHASER").

                                    RECITALS

      WHEREAS,  Purchaser has agreed to purchase,  and National Lampoon, Inc., a
Delaware  corporation  (the  "COMPANY"),  has  agreed  to  sell,  pursuant  to a
Preferred Stock and Warrant Purchase Agreement dated _______________,  2004 (the
"PURCHASE  AGREEMENT"),  shares of Series C Convertible  Preferred  Stock of the
Company, par value $0.0001 per share (the "SERIES C PREFERRED"), and warrants to
acquire shares of Common Stock of the Company,  par value $0.0001 per share (the
"WARRANTS"); and

      WHEREAS,  the  Purchasers  have  agreed to  execute  this  Agreement  upon
consummation of their purchases of Series C Preferred.

                                   AGREEMENTS

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
covenants  and  agreements  herein  contained,  and for other good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

      SECTION 1. VOTING AND OTHER ACTIONS.

            (a) Each of the  Purchasers  hereby  agrees that, at each meeting of
      the shareholders of the Company at which directors are to be elected after
      the Closing (as defined in the Purchase  Agreement) and in connection with
      any action by written  consent,  such Purchaser will vote (or execute such
      written  consent  with  respect  to, as the case may be) all shares of the
      Series C Preferred  over which such  Purchaser has voting control or which
      are owned by such Purchaser  (including without limitation any such shares
      hereafter  acquired),  or will cause such shares or securities to be voted
      (or such  consent to be  executed),  and will take all other  necessary or
      desirable  actions  within  such  Purchaser's  control in his,  her or its
      capacity  as a  shareholder,  including  acting by written  consent to the
      extent permitted under applicable law, so that:

                  (i) during the term of this Agreement,  the Director  entitled
            to be elected to the Company's  Board of Directors by the holders of
            the Series C Preferred  pursuant to the Certificate of Designations,
            Preferences,   Rights  and   Limitations  of  Series  C  Convertible
            Preferred Stock of National Lampoon,  Inc. (the "SERIES C DIRECTOR")
            will be the person  elected by a majority of the holders of Series C
            Preferred.

                  (ii) any vacancy created by the death,  resignation or removal
            of the Series C  Director  will be filled by a person  nominated  to
            fill such vacancy by the majority of the Series C Preferred.

      SECTION 2. TERMINATION OF AGREEMENT.  This Agreement will terminate and be
of no further force or effect upon the mutual written  agreement to terminate of
the Purchasers or upon  conversion of more than 50% of the Series C Preferred to
common shares.
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      SECTION 3. MISCELLANEOUS.

            (a) Succession.

                  (i) The  benefits and burdens of this  Agreement  shall not be
            personal  to the  Purchasers  and  will  pass to the  successors  in
            interest  and/or the  transferees of any of their Series C Preferred
            shares. In addition,  it shall be a condition of any sale,  transfer
            or assignment of any Series C Preferred shares by any Purchaser that
            the  successor  in  interest  to  such  shares  (including,  without
            limitation,  any buyer, transferee or assignee) execute an adherence
            and  assumption  agreement  to the  terms  and  conditions  of  this
            Agreement in or substantially in the form attached hereto as Exhibit
            A and deliver such agreement to all then current  parties hereto and
            their successors and transferees.

                  (ii) Any sale,  transfer or  assignment  of Series C Preferred
            shares  by a  Purchaser  which  is,  pursuant  to the  terms of this
            Agreement, conditional upon the successor in interest to such shares
            (including,  without limitation,  any buyer, transferee or assignee)
            executing an  adherence  and  assumption  agreement to the terms and
            conditions  of  this  Agreement  in or  substantially  in  the  form
            attached hereto as Exhibit A, in circumstances  where such condition
            has not been satisfied,  shall constitute a breach of this Agreement
            by such Purchaser.

            (b)  Governing  Law.  This  Agreement  shall  be  governed  by,  and
      construed and  interpreted  in accordance  with,  the laws of the State of
      Delaware,  without  giving  effect to its  principles  or rules  regarding
      conflicts of laws (to the extent such  principles  or rules would  require
      the application of the law of another jurisdiction).

            (c)  Severability.  If any  provision  of this  Agreement or portion
      thereof  shall  be  declared  invalid,  illegal  or  unenforceable,   such
      provision or portion thereof shall be severed and all remaining provisions
      shall continue in full force and effect.

            (d)  Amendments.  No amendment,  alteration or  modification of this
      Agreement   shall  be  valid  unless  in  each  instance  such  amendment,
      alteration or modification is expressed in a written  instrument  executed
      by each of the Purchasers.

            (e) Legends.

                  (i) Each of the Purchasers hereby agrees that each certificate
            representing  shares of Series C  Preferred  held by such  Purchaser
            prior to the date on and after which the legend is  removable  under
            this Section 3, may bear a legend containing the following words:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  THE  VOTING  AGREEMENTS  SET  FORTH  IN THE  SERIES  C  VOTING
                  AGREEMENT  DATED AS OF  _______________,  2004 BY THE  PARTIES
                  THERETO,  A COPY OF  WHICH  IS ON FILE  IN THE  OFFICE  OF THE
                  COMPANY."

                  (ii) In the  event  that any  holder  of  shares  of  Series C
            Preferred  decides to sell or transfer  any of such shares  owned by
            such holder and in respect of which the  certificate or certificates
            bear such  legend,  then such holder shall be entitled to request by
            written  notice  to the  Company  that  the  Company  exchange  such
            certificates for certificates which do not bear any legend, provided
            that this Agreement shall have terminated.


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                  (iii) From and after the  termination of this  Agreement,  any
            Purchaser  holding shares the  certificates  in respect of which are
            legended as provided in Section 3(e)(i) shall be entitled to request
            by written  notice to the  Company  that the  Company  exchange  any
            legended  certificate  for a  certificate  which  does  not bear any
            legend.

            (f) Waiver.  No waiver of any provision of this  Agreement  shall be
      valid unless it is expressed in a written  instrument duly executed by the
      party or parties  making such waiver.  The failure of any party to insist,
      in any one or more  instances,  on  performance  of any of the  terms  and
      conditions  of this  Agreement  shall  not be  construed  as a  waiver  or
      relinquishment   of  any  rights  granted   hereunder  or  of  the  future
      performance of any such term,  covenant or condition but the obligation of
      any party with respect thereto shall continue in full force and effect.

            (g)   Notices.   All   notices,   requests,   consents   and   other
      communications  required or  permitted  hereunder  shall be in writing and
      shall be deemed effectively given: (i) upon personal delivery to the party
      to be  notified,  (ii) when sent by  confirmed  telex or facsimile if sent
      during normal  business hours of the  recipient;  if not, then on the next
      business  day,  (iii) five days after  having been sent by  registered  or
      certified mail, return receipt requested, postage prepaid, or (iv) one day
      after deposit with a nationally  recognized overnight courier,  specifying
      next day delivery, with written verification of receipt, as follows:

            (i) If to Company, to:

                                        National Lampoon
                                        10850 Wilshire Boulevard, Suite 1000
                                        Los Angeles CA 90024

            (ii) If to Purchaser, to:

                                        ______________________________
                                        ______________________________
                                        ______________________________

      Alternatively,  to such other  address as a party hereto  supplies to each
      other party in writing.

            (h)  Counterparts.  This  Agreement may be executed in any number of
      counterparts,  each of which shall be deemed to be an original, but all of
      which together shall constitute one and the same instrument.

            (i) Headings. The headings of this Agreement are for convenience and
      shall not control or affect the meaning or  construction  of any provision
      hereof.


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            (j)  Specific  Performance.   Each  of  the  Purchasers  agrees  and
      acknowledges that the other Purchasers will be irreparably  damaged in the
      event this  Agreement is not  specifically  enforced.  Each of the parties
      therefore  agrees that in the event of a breach of any  provision  of this
      Agreement  the  aggrieved  party  may  elect to  institute  and  prosecute
      proceedings  in any court of competent  jurisdiction  to enforce  specific
      performance or to enjoin the  continuing  breach of this  Agreement.  Such
      remedies shall, however, be cumulative and not exclusive,  and shall be in
      addition to any other remedy which any Purchaser may have.

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      IN WITNESS  WHEREOF the  undersigned  have set their hands as of the above
date.


______________________________.


By________________________________


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                                    EXHIBIT A

                   FORM OF ASSUMPTION AND ADHERENCE AGREEMENT

                       ASSUMPTION AND ADHERENCE AGREEMENT

      THIS ASSUMPTION AND ADHERENCE  AGREEMENT (this "ASSUMPTION  AGREEMENT") is
entered  into  this  _____  day of  __________,  200__ by and  between  [Name of
Transferor Shareholder] ("SELLER") and [Name of Transferee] ("BUYER").

      WHEREAS, Seller and Buyer have entered into a written agreement,  dated as
of _______________,  200__ (the "STOCK TRANSFER  AGREEMENT"),  pursuant to which
Seller has agreed to sell, transfer,  convey, assign and deliver to Buyer all of
the  Seller's  right,  title  and  interest  in and to _____  shares of Series C
Convertible Preferred Stock, par value $0.0001 per share (the "SHARES"),  in the
capital of National Lampoon, Inc., a Delaware corporation, and Buyer has agreed,
by executing this  Assumption  Agreement,  to receive the benefits and/or assume
the burdens and  obligations  of Seller with  respect to the Shares  pursuant to
that Series C Voting Agreement (the "VOTING  AGREEMENT") dated  _______________,
2004 and made by and between the Purchasers (as defined therein); and

      WHEREAS,  pursuant  to  Section  3(a) of the  Voting  Agreement,  Buyer is
required to execute  and  deliver to this  Assumption  Agreement  whereby  Buyer
becomes  a  party  to and  bound  by the  terms  and  provisions  of the  Voting
Agreement;

      NOW, THEREFORE, for and in consideration of the mutual covenants contained
in the Stock  Transfer  Agreement  and the Voting  Agreement  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Buyer hereby  becomes a party to and bound by, and undertakes and
agrees from and after the date hereof to assume,  perform and discharge when due
the  obligations  of the  parties to, and  otherwise  to adhere to the terms and
conditions of, the Voting Agreement.

      This Assumption  Agreement may be executed in any number of  counterparts,
each of  which  will be  deemed  an  original,  but all of which  together  will
constitute one and the same instrument.

      This Assumption Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the conflicts of
laws principles thereof.

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      IN WITNESS  WHEREOF,  the  undersigned  have  [executed/caused  their duly
authorized  officers to execute] this  Assumption  Agreement on the day and year
first above written.

                                               _________________________________
                                               SELLER

                                               By:______________________________
                                                    Name:_______________________
                                                    Its:________________________

________________________________
BUYER

By:_____________________________
    Name:_______________________
    Its:________________________


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