NL RADIO,
LLC
 9229
Sunset Boulevard, Suite 820
 West
Hollywood, California 90069
 (310)
271-0023 phone
 (310)271-0074
facsimile
 
 
 February
2, 2005
 
 Dan
Laikin
 National
Lampoon
 10850
Wilshire Boulevard, Suite 1000
 Los
Angeles, California 90024
 
 RE:
NATIONAL LAMPOON RADIO HOUR LIBRARY
 
 Dear
Dan:
 
 This
letter agreement between NL Radio, LLC (“NLR”) and National Lampoon, Inc. (“NL”)
shall constitute the terms and conditions with regard to the National Lampoon
Radio Hour Library (“Library”), which includes, without limitation, all of the
items described on Schedule 1 hereto. Both parties hereby agree to the
following:
 
 1.  Grant
of Rights . NL
hereby licenses to NLR the right to use on an exclusive basis (except as
provided elsewhere herein) during the Term, territory and media and for the
specific purposes defined in that certain operating agreement between the
parties dated___) the Library, including but not limited to the
following:
 
 (a) The
library of content created as The New National Lampoon Radio Hour, formatted for
long-form audio and short-form audio distribution, inclusive of any all payments
due from CD sales.
 
 (b) Any
and all rights and privileges extended by the “classic performers” and Gilda’s
Club in the seven releases obtained by NL at the direction of James
Jimirro.
 
 (c) The
domain names, urls, websites for the Library, including www.nationallampoonradio.com .
 
 (d) All
of NL’s rights under the Settlement Agreement dated February 21, 2005 (the
“Settlement Agreement”) between NL and Network One of Louisiana, Inc. (“Radio
One”), including the benefit of all representations, warranties and indemnities
made by Radio One.
 
 
 (e) The
rights granted to NLR include all claims and causes of action relating to the
Library whether now existing or arising hereafter and the right to bring and
maintain actions and proceedings for infringement or to protect or enforce NLR’s
rights in the Library in its own name or, at NLR’s sole expense, in the name of
NL. NL will cooperate with NLR and will execute such documents and perform such
acts as reasonably requested by NLR in connection with any such action or
proceeding or as otherwise reasonably requested by NLR to evidence or effectuate
NLR’s rights. NL hereby irrevocably appoints NLR as its attorney in fact to
execute such documents and to do such acts in NL’s name, in the event of NL’s
failure to do so within five days after NLR’s request. All recoveries in any
such such action or proceeding shall be the exclusive property of NLR, and NLR
will be solely entitled to any copyright related payments pertaining to the
Library or any use or exploitation thereof.
  Additionally,
NL will deliver to NLR a complete set of the entire library, both the classic
shows and new. Full CD sets of the complete shows will be delivered upon
execution of agreement. All of the foregoing will be delivered to NLR at NLR’s
sole cost and expense”).
 
 3. Payment . NLR
will pay to NL as consideration for the grant of rights contained herein the sum
of $15,000 (fifteen thousand dollars). Said sum will be paid within 5 days after
execution of this Agreement. No other payment shall be due from NLR to NL for
any use or exploitation by NL or under its authority of the rights licensed
hereunder, beyond those enunciated in the NL Radio LLC Operating Agreement
except that in the event payments are owed or become due to any third party
which arise from NLR’s use of the Library, NLR will pay said amounts in a timely
manner.
 
 4.
Warranties and Representations. NL represents and warrants that:
 
 (a)
    To
      the best of its knowledge,The Settlement Agreement is valid and in full
      force and effect, is enforceable in accordance with its terms. 
 (b)
    To
      the extent that NL ever acquired any rights to the Library, then such
      rights are conveyed to NLR subject to any potential third party profit
      participant, royalties and residuals 
 (c)
    To
      the best of NL’s knowledge, there are no claims or outstanding litigation
      pending or threatened against the Library or any part thereof, which will
      or might adversely affect any rights of NLR, 
 (d)
    To
      the best of NL’s knowledge, NL has the full right and authority to enter
      into this Agreement and to grant to NLR all right, title and interest
      owned or controlled by NL in and to the Library. 
 (e)
    NL
      shall defend, indemnify and hold NLR and its employees, agents,
      representatives, members, successors, licensees and assigns harmless from
      any loss, cost damage, liability or expense (including reasonable
      attorneys’ fees and disbursements) arising out of or in connection with
      any third party claim and/or alleged claim inconsistent with any of NL’s
      warranties and representations contained herein and/or any breach by NL of
      its representations, warranties, agreements and covenants herein
      contained. 
 2
 
 5.
    Reservation
      of Rights: NL hereby reserves rights to use the Library for purposes
      outside those set forth in the Operating Agreement including but not
      limited to on the NL website, mobile phones and other
  uses. 
 6.
    Miscellaneous. 
 (a)
    Each
      of the parties hereto shall upon the request of any other party to this
      Agreement, execute any and all documents and take such further actions
      consistent herewith as may be reasonably required to carry out the
      provisions of this Agreement. 
 (b)
    This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective heirs, legal representatives, successors and
      assigns. NLR shall have an unlimited right to assign or sublicense its
      rights in the Library or any portion thereof. 
 (c)
    This
      Agreement shall be governed by and construed in accordance with the laws
      of the state of California applicable to agreements made and to be
      performed entirely therein, without regarding to conflicts of law
      principles thereof and any action brought hereunder shall be submitted to
      arbitration under the rules of the American Arbitration
      Association.. 
 (d)
    Each
      provision of this Agreement shall be interpreted in such manner so to be
      effective and valid under applicable law, but if any provision of this
      Agreement shall be held to be prohibited by or invalid under applicable
      law, such provision shall be ineffective only to the extent of such
      prohibition or invalidity, without invalidating the remainder of such
      provision or the remaining provisions of this
Agreement. 
 (e)
    This
      Agreement contains the entire agreement of the parties with respect to,
      and contains all terms and conditions pertaining to, the subject matter
      hereof. Any prior written or oral negotiations not contained in this
      Agreement are of no force or effect whatsoever. In executing this
      Agreement, the parties have not and do not rely on any statements,
      inducements, promises or representations made by the other party or its
      agents, representatives or attorneys with regard to the subject matter,
      basis or effect of this Agreement, except those specifically set forth in
      this Agreement. This Agreement cannot be amended, modified or supplemented
      in any respect except by the written agreement of the parties
      hereto. 
 3
 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and the year first written above *.*
 
  Sincerely,
  NL Radio,
LLC
  By:
/s/ Kent Emmons
  Its:
CEO
 
 AGREED
AND ACCEPTED:
 
 National
Lampoon, Inc.
 
 
 By:
/s/ Douglas S. Bennett
 
 Its:
President
 
 4
 
 EXHIBIT
“A”
 
 SHORT
FORM LICENSE
 
 For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby licenses unto NL Radio, LLC (“NLR”), its
successors, licensees and assigns (collectively, “Assignees”) on an non-
exclusive basis in tandem with the rights provided in the NL Radio LLC Operating
Agreement exploitation rights to the National Lampoon Radio Hour Library
(“Library”), which includes, without limitation, all of the items described on
Schedule 1 hereto (the “Library”).. This assignment is subject to the terms and
conditions of an agreement (the “Agreement”) dated as of February
2, 2005 between
the undersigned and NLR in connection with the Library.
 
 In
addition to the foregoing, NLR and its successors, assigns and licensees are
hereby empowered to bring, prosecute, defend and appear in suits, actions and
proceedings of any kind or nature, under or concerning said copyright or its
renewals or extensions, or concerning any infringement thereof. Any recovery of
costs from infringement or violation of any copyright or its renewals or
extensions, so far as it arises from any violation of rights hereby assigned, is
now assigned to, and shall be paid to, NLR, and his successors, licensees and
assigns.
 
 Dated: As
of                                                     
2005
 
 
 National
Lampoon, Inc.
 
 
 By: /s/
Douglas S. Bennett
 
 Title:  President
  
 5
 
 SCHEDULE
1
 
 Items
Included in National Lampoon Radio Hour Library
        6