EXHIBIT 10.2

                     PIGGYBACK REGISTRATION RIGHTS AGREEMENT

      THIS PIGGYBACK REGISTRATION RIGHTS AGREEMENT, dated as of _________ _____,
2004 (this  "AGREEMENT"),  is entered into by and made between NATIONAL LAMPOON,
INC., a Delaware  corporation  ("COMPANY"),  and the  investors set forth on the
Schedule of Investors attached hereto (collectively, the "INVESTORS").

      In consideration of the promises made herein,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE 1. DEFINITIONS.

      As used in this Article 1 and elsewhere in this  Agreement,  the following
terms shall have the following respective meanings:

      "AGREEMENT" shall have the meaning set forth in the preamble.

      "COMMISSION"  means the  Securities  and Exchange  Commission or any other
federal agency administering the Securities Act.

      "COMMON STOCK" means Company's Common Stock, par value $0.0001 per share.

      "COMPANY" shall have the meaning set forth in the preamble.

      "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended,  or
any similar successor federal law then in force.

      "EXISTING  REGISTRATION  RIGHTS  AGREEMENT" means any agreement to provide
registration  rights  with  respect  to the  securities  of  Company,  which  is
effective prior to the date of this Agreement,  including,  without  limitation,
the  Jimirro  Registration  Rights  Agreement,   the  NLAG  Registration  Rights
Agreement,  the Piggyback Registration Rights Agreement dated as of September 3,
2002, in favor of Constellation  Venture Capital, L.P. and certain other persons
and the Warrant for the Purchase of 50,000 Shares of Common  Stock,  Without Par
Value, dated December 28, 2001, issued by the Company to George Vandeman.

      "INVESTORS" shall have the meaning set forth in the preamble.

      "JIMIRRO  REGISTRABLE  SECURITIES"  means all  securities  of Company with
respect  to which  registration  rights  have been  granted  under  the  Jimirro
Registration Rights Agreement.

      "JIMIRRO  REGISTRATION  RIGHTS  AGREEMENT" means the Jimirro  Registration
Rights  Agreement  dated as of May 17, 2002,  by and among  Company and James P.
Jimirro, as such agreement may be amended from time to time.

      "NLAG REGISTRABLE SECURITIES" means all securities of Company with respect
to which  registration  rights  have been  granted  under the NLAG  Registration
Rights Agreement.

      "NLAG  REGISTRATION  RIGHTS AGREEMENT" means the NLAG Registration  Rights
Agreement dated as of May 17, 2002, by and among Company and applicable  parties
thereto, as such agreement may be amended from time to time.
<PAGE>

      "PARI PASSU REGISTRABLE  SECURITIES" means all securities of Company,  the
holders of which have been, or are in the future,  granted  registration  rights
with respect  thereto to the extent the  agreement  providing  the  registration
rights provides, expressly or by implication,  that such registration rights are
"pari passu" or in parity in an  underwritten  registration  or  distribution by
prospectus with the registration  rights granted under this Agreement to holders
of Registrable Securities.

      "PERSON"  means  an  individual,   a  partnership,   a  joint  venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization,  a government  or any  department  or agency  thereof or any other
entity.

      "PIGGYBACK REGISTRATION" shall have the meaning set forth in Section 2.1.

      "PURCHASE  AGREEMENT"  means  that  certain  Preferred  Stock and  Warrant
Purchase Agreement of even date herewith by and among Investors and Company.

      "REGISTRABLE  SECURITIES"  means any (i) Common  Stock  issued or issuable
upon conversion of the Series C Preferred,  (ii) Common Stock issued or issuable
upon exercise of the  Warrants,  and (iii) Common Stock issued in respect of the
securities  referred to in clauses (i) and (ii) of this definition in connection
with any stock split, stock dividend, recapitalization or similar event.

      "REGISTRATION EXPENSES" shall have the meaning set forth in Section 4.1.

      "REGISTRATION  STATEMENT"  means the prospectus and other  documents filed
with the Commission to affect a registration under the Securities Act.

      "SECURITIES  ACT" means the  Securities  Act of 1933,  as amended,  or any
similar federal law then in force.

      "SELLING EXPENSES" means all underwriting  discounts,  selling commissions
and transfer taxes incurred pursuant to the sale of Registrable Securities.

      "SENIOR  REGISTRABLE  SECURITIES"  means all  securities  of Company,  the
holders of which have been, or are in the future,  granted  registration  rights
with respect  thereto to the extent the  agreement  providing  the  registration
rights provides, expressly or by implication,  that such registration rights are
senior in priority in an underwritten registration or distribution by prospectus
to  the  registration   rights  granted  under  this  Agreement  to  holders  of
Registrable  Securities,  including the Jimirro  Registrable  Securities and the
NLAG Registrable Securities.

      "SERIES C PREFERRED"  means the shares of Series C  Convertible  Preferred
Stock of the Company, par value $0.0001 per share.

      "SUBORDINATE  REGISTRABLE SECURITIES" means all securities of Company, the
holders of which have been, or are in the future,  granted  registration  rights
with respect  thereto to the extent the  agreement  providing  the  registration
rights provides, expressly or by implication,  that such registration rights are
subordinate  in priority in an  underwritten  registration  or  distribution  by
prospectus to the registration rights granted under this Agreement to holders of
Registrable  Securities,  including  without  limitation the securities  granted
registration rights under the Subordinate Registration Rights Agreement.


                                     PAGE 2
<PAGE>

      "SUBORDINATE REGISTRATION RIGHTS AGREEMENT" means such registration rights
agreements  as may be  entered  into  from  time to time  pursuant  to which the
holders of such registrable securities are granted piggyback registration rights
where all such piggyback  registration rights are subordinate to those piggyback
registration  rights  granted  hereunder,  including,  without  limitation,  the
Piggyback  Registration Rights Agreement,  dated as of September 3, 2002, by and
among  Company,  Constellation  Venture  Capital,  L.P.,  and the other  parties
thereto, as such agreement may be amended and modified from time to time.

      "WARRANTS"  means the Common Stock Purchase  Warrants issued in connection
with the sale and  issuance of Series C  Preferred  pursuant to the terms of the
Purchase Agreement.

ARTICLE 2. PIGGYBACK REGISTRATIONS.

      SECTION 2.1 RIGHT TO PIGGYBACK.  Whenever  Company proposes to register or
qualify for  distribution  by prospectus any of its  securities  ((a) other than
pursuant to a demand  registration  granted to another shareholder of Company by
an agreement  that prohibits  piggyback  registrations  in connection  with such
demand  registration or (b) a registration  under the Securities Act on Form S-4
or  S-8 or any  successor  or  similar  forms)  and  the  registration  form  or
prospectus to be filed may be used for the  registration  or  qualification  for
distribution of Registrable Securities (a "PIGGYBACK REGISTRATION"),  whether or
not for sale for its own account, Company will give prompt written notice to all
holders of Registrable Securities of its intention to effect the registration or
file the prospectus and, subject to the limitations contained in this Article 2,
will include in the  registration or  qualification  all Registrable  Securities
with  respect to which  Company has  received  written  requests  for  inclusion
therein  within  fifteen  (15) days after the receipt of Company's  notice.  Any
holder of Registrable  Securities  that has given a written request may withdraw
its  Registrable  Securities from the related  Piggyback  Registration by giving
written notice to Company and the managing underwriter, if any, on or before the
thirtieth  (30th)  day  prior  to the  planned  effective  date  of the  related
Piggyback Registration.

      SECTION 2.2 PIGGYBACK EXPENSES.  The Registration  Expenses of the holders
of Registrable Securities will be paid by Company in all Piggyback Registrations
whether or not any registration or prospectus has become effective or final.

      SECTION 2.3 PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration
is an underwritten  primary registration or distribution by prospectus on behalf
of Company, and the managing underwriters advise Company in writing (with a copy
to each party hereto  requesting  registration or qualification for distribution
by prospectus  of  Registrable  Securities)  that in their opinion the number of
securities  requested to be included in the  registration or prospectus  exceeds
the number  which can be sold in an offering  without  adversely  affecting  the
marketability  of the  offering,  Company  will include in the  registration  or
prospectus (i) first, the securities  Company proposes to sell, (ii) second, the
Senior  Registrable  Securities  requested to be included in the registration in
the manner provided for by the applicable  registration  rights  agreements with
the  Company,  (iii)  third,  the  Registrable  Securities  and the  Pari  Passu
Registrable  Securities requested to be included in the registration pursuant to
applicable  registration rights agreements with the Company,  pro rata among the
holders of the  securities on the basis of the number of securities so requested
to be included therein owned by each holder,  and (iv) fourth,  other securities
requested  to  be  included  in  the  registration,  including  any  Subordinate
Registrable  Securities.  Company  shall have the right to terminate or withdraw
any registration  initiated by it under this Section prior to the  effectiveness
of such  registration,  whether or not any holder of Registrable  Securities has
elected to include  securities  in the  registration  and Company  shall have no
liability to any of the holders of  Registrable  Securities in  connection  with
such termination or withdrawal.


                                     PAGE 3
<PAGE>

      SECTION  2.4   PRIORITY  ON  SECONDARY   REGISTRATIONS.   If  a  Piggyback
Registration  is an  underwritten  secondary  registration  or  distribution  by
prospectus  on behalf of  holders  of  Company's  securities,  and the  managing
underwriters  advise  Company in  writing  that in their  opinion  the number of
securities  requested to be included in the  registration or  qualification  for
distribution  by prospectus  exceeds the number which can be sold in an offering
without  adversely  affecting the  marketability  of the offering,  Company will
include in the registration or prospectus (i) first, the securities requested to
be included therein by the holders requesting the registration, (ii) second, the
Senior  Registrable  Securities  requested to be included in the registration in
the manner provided for by the applicable  registration  rights  agreements with
the  Company,  (iii)  third,  the  Registrable  Securities  and the  Pari  Passu
Registrable  Securities requested to be included in the registration pursuant to
applicable  registration rights agreements with the Company,  pro rata among the
holders  of all such  securities  on the basis of the  number of  securities  so
requested to be included  therein owned by each holder,  and (iv) fourth,  other
securities  requested  to  be  included  in  the  registration,   including  any
Subordinate Registrable Securities.

      SECTION  2.5  OTHER  REGISTRATIONS.  If  Company  has  previously  filed a
Registration  Statement with respect to Registrable  Securities pursuant to this
Article 2, and if such previous  registration  or offering by prospectus has not
been withdrawn or abandoned,  Company will not file and shall not be required to
file or  cause  to be  effected  any  other  registration  of any of its  equity
securities or securities convertible or exchangeable into or exercisable for its
equity  securities  under the Securities Act (except under the Securities Act on
Form S-4 or S-8 or any successor or similar forms), whether on its own behalf or
at the request of any holder or holders of such securities, until a period of at
least  ninety (90) days have elapsed from the  effective  date of such  previous
registration.

      ARTICLE 3. REGISTRATION PROCEDURES.

      SECTION 3.1 REGISTRATION PROCEDURES. Subject to Sections 2.5, whenever the
holders of Registrable Securities have requested that any Registrable Securities
be registered pursuant to this Agreement and such Registrable  Securities are in
fact included in the Registration  Statement,  Company will use its best efforts
to  effect  the  registration  and  sale  of  those  Registrable  Securities  in
accordance with the intended method of disposition thereof, and pursuant thereto
Company will as expeditiously as possible:

            (a) prepare and,  within sixty (60) days after the end of the period
      within which requests for registration may be given to Company, unless the
      failure to file  within  such sixty (60) day period  occurs due to matters
      outside Company's control, in which case as soon as practicable, file with
      the  Commission a Registration  Statement with respect to the  Registrable
      Securities and  thereafter use its best efforts to cause the  Registration
      Statement to become effective;


                                     PAGE 4
<PAGE>

            (b)  prepare  and  file  with  the  Commission  any  amendments  and
      supplements to the Registration  Statement as may be necessary to keep the
      Registration  Statement effective for a period of either (i) not less than
      ninety (90) days (subject to extension pursuant to Section 6.2) or, if the
      Registration  Statement relates to an underwritten  offering,  such longer
      period as in the opinion of counsel for the  underwriters  a prospectus is
      required by law to be delivered in  connection  with sales of  Registrable
      Securities by an  underwriter  or dealer or (ii) a shorter  period as will
      terminate when all of the securities covered by the Registration Statement
      have  been  disposed  of  in  accordance  with  the  intended  methods  of
      disposition by the seller or sellers thereof set forth in the Registration
      Statement (but in any event not before the expiration of any longer period
      required under the  Securities  Act), and to comply with the provisions of
      the  Securities  Act with  respect to the  disposition  of all  securities
      covered  by the  Registration  Statement  until  such  time  as all of the
      securities have been disposed of in accordance  with the intended  methods
      of  disposition  by  the  seller  or  sellers  thereof  set  forth  in the
      Registration Statement;

            (c) furnish to each seller of  Registrable  Securities the number of
      copies  of the  Registration  Statement,  each  amendment  and  supplement
      thereto, including each preliminary prospectus, final prospectus and other
      documents as the seller may reasonably  request in order to facilitate the
      disposition of the Registrable Securities owned by the seller;

            (d) use its best  efforts to  register  or qualify  the  Registrable
      Securities   under  any  other   securities   or  blue  sky  laws  of  any
      jurisdictions as any seller  reasonably  requests and do any and all other
      acts and things which may be  reasonably  necessary or advisable to enable
      the seller to consummate  the  disposition in those  jurisdictions  of the
      Registrable Securities owned by the seller (provided that Company will not
      be required to (i) qualify  generally  to do business in any  jurisdiction
      where  it  would  not  otherwise  be  required  to  qualify  but for  this
      subparagraph,   (ii)  subject   itself  to  a  form  of  taxation  in  any
      jurisdiction  where it would  not  otherwise  be  subject  to such form of
      taxation but for this  subparagraph or (iii) consent to general service of
      process in any  jurisdiction  where it would not  otherwise  be subject to
      general service of process but for this subparagraph);

            (e) promptly  notify each seller of the Registrable  Securities,  at
      any time when a  prospectus  relating  thereto is required to be delivered
      under the Securities  Act, upon  discovery  that, or upon the discovery of
      the happening of any event as a result of which,  the prospectus  contains
      an  untrue  statement  of a  material  fact or  omits  to  state  any fact
      necessary to make the  statements  therein not  misleading in the light of
      the  circumstances  under which they were made, and, at the request of any
      such  seller,  Company  will  prepare and  furnish to seller a  reasonable
      number of copies of a supplement  or amendment to the  prospectus so that,
      as thereafter delivered to the purchasers of Registrable  Securities,  the
      prospectus will not contain an untrue statement of a material fact or omit
      to state any fact necessary to make the statements  therein not misleading
      in the light of the circumstances under which they were made;

            (f) use its best efforts to cause all the Registrable  Securities to
      be listed on each securities  exchange on which similar  securities issued
      by Company are then listed;

            (g) provide a transfer  agent and registrar for all the  Registrable
      Securities  not later than the effective date of, or date of final receipt
      for, the Registration Statement;


                                     PAGE 5
<PAGE>

            (h) enter  into any  customary  agreements  (including  underwriting
      agreements  with customary  provisions)  and take all other actions as the
      underwriters,   if  any,  reasonably  request  in  order  to  expedite  or
      facilitate  the  disposition  of the  Registrable  Securities  (including,
      without limitation, effecting a share split or a combination of shares);

            (i)  make   available   for   inspection,   subject  to   reasonable
      confidentiality   restrictions  on  use,  by  any  seller  of  Registrable
      Securities,  any underwriter  participating in any disposition pursuant to
      the  Registration  Statement and any  attorney,  accountant or other agent
      retained by any seller or  underwriter,  all financial and other  records,
      pertinent  corporate  documents and documents  relating to the business of
      Company,   and  cause  Company's   officers,   directors,   employees  and
      independent  accountants to supply all information reasonably requested by
      any seller, underwriter,  attorney, accountant or agent in connection with
      the Registration Statement;

            (j)  otherwise  use its best  efforts to comply with all  applicable
      rules  and  regulations  of the  Commission,  and  make  available  to its
      security holders, as soon as reasonably practicable, an earnings statement
      covering  the period of at least  twelve  (12) months  beginning  with the
      first day of Company's  first full  calendar  quarter  after the effective
      date  of  the  Registration  Statement,  which  earnings  statement  shall
      satisfy,  in  the  case  of a  registration  in  the  United  States,  the
      provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

            (k) in the event of the  issuance of any stop order  suspending  the
      effectiveness of a Registration  Statement,  or of any order suspending or
      preventing the use of any related  prospectus or ordering the cessation of
      trading or suspending the qualification of any securities  included in the
      Registration Statement for sale in any jurisdiction,  Company will use its
      best efforts promptly to obtain the withdrawal of the order;

            (l) in  connection  with any  underwritten  offering,  to the extent
      Company  obtains one or more comfort  letters from  Company's  independent
      public  accountants,  obtain comfort letters,  addressed to the holders of
      the Registrable  Securities  being sold,  dated the effective date of such
      Registration  Statement (and, if the registration includes an underwritten
      public  offering,  dated the date of the  closing  under the  underwriting
      agreement) signed by Company's independent public accountants in customary
      form and  covering  matters  of the type  customarily  covered  by comfort
      letters; and

            (m) in  connection  with any  underwritten  offering  provide  legal
      opinions of  Company's  outside  counsel,  addressed to the holders of the
      Registrable  Securities  being  sold,  dated  the  effective  date  of the
      Registration  Statement (and, if the registration includes an underwritten
      public  offering,  dated the date of the  closing  under the  underwriting
      agreement), with respect to the Registration Statement, each amendment and
      supplement  thereto  (including the preliminary  prospectus) and all other
      documents  relating  thereto in customary form and covering matters of the
      type customarily covered by legal opinions of such nature.


                                     PAGE 6
<PAGE>

Company  may  require  each  seller of  Registrable  Securities  as to which any
registration is being effected to furnish Company with information regarding the
seller and the intended and actual distribution of the securities as Company may
from time to time reasonably request.

ARTICLE 4. REGISTRATION EXPENSES.

Except as  otherwise  expressly  provided  herein,  all expenses  incidental  to
Company's performance of or compliance with this Agreement,  including,  without
limitation,  all  registration  and filing fees, fees and expenses of compliance
with  securities or blue sky laws,  word  processing,  duplicating  and printing
expenses, messenger and delivery expenses, and fees and disbursements of counsel
for Company and all independent  certified public accountants,  underwriters and
other   Persons   retained  by  Company  (all   expenses   being  herein  called
"REGISTRATION EXPENSES"),  will be borne by Company. Company will, in any event,
pay its  internal  expenses  (including,  without  limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
the  expense  of any  annual  audit or  quarterly  review,  the  expense  of any
liability  insurance and the expenses and fees for listing the  securities to be
registered on each  securities  exchange on which similar  securities  issued by
Company are then listed.  Notwithstanding  the foregoing,  all Selling  Expenses
shall be borne by the holders of the  securities so  registered  pro rata on the
basis of the number of their shares so registered.

ARTICLE 5. INDEMNIFICATION.

      SECTION  5.1  INDEMNIFICATION.   Company  agrees  to  indemnify  and  hold
harmless,  and  hereby  does  indemnify  and  hold  harmless,   each  holder  of
Registrable Securities, its affiliates and their respective officers,  directors
and partners and each Person who controls the holder  (within the meaning of the
Securities Act) against, and pay and reimburse the holder, affiliate,  director,
officer or partner or  controlling  person for any losses,  claims,  damages and
liabilities,  joint or  several,  to which  the  holder  or any such  affiliate,
director,  officer or partner or controlling person may become subject under the
Securities  Act  or  otherwise,  insofar  as  the  losses,  claims,  damages  or
liabilities  (or actions or  proceedings,  whether  commenced or threatened,  in
respect thereof) arise out of or are based upon (i) any untrue or alleged untrue
statement of material fact contained in any Registration  Statement,  prospectus
or  preliminary  prospectus or any amendment  thereof or supplement  thereto or,
(ii) any omission or alleged  omission of a material  fact required to be stated
therein or necessary to make the statements therein not misleading,  and Company
will pay and reimburse holder and each affiliate, director, officer, partner and
controlling  person for any legal or any other expenses  actually and reasonably
incurred by them in connection with  investigating or defending any loss, claim,
liability,  action or proceeding;  provided,  however, that Company shall not be
liable in any case to the extent that any loss,  claim,  damage,  liability  (or
action or  proceeding in respect  thereof) or expense  arises out of or is based
upon an untrue  statement or alleged  untrue  statement,  or omission or alleged
omission,  made in the  Registration  Statement,  any  prospectus or preliminary
prospectus or any amendment or supplement  thereto,  or in any  application,  in
reliance  upon,  and  in  conformity  with,  written  information  prepared  and
furnished to Company by the holder  expressly for use therein or by the holder's
failure to deliver a copy of the  Registration  Statement or  prospectus  or any
amendments or supplements  thereto after Company has furnished the holder with a
sufficient  number of copies of the same.  In  connection  with an  underwritten
offering, Company, if requested, will indemnify the underwriters, their officers
and directors and each Person who controls the underwriters  (within the meaning
of the Securities  Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.


                                     PAGE 7
<PAGE>

      SECTION 5.2 COOPERATION.  In connection with any Registration Statement in
which a holder of  Registrable  Securities  is  participating,  each holder will
furnish  to  Company  in  writing  the  information  and  affidavits  as Company
reasonably  requests for use in connection  with any  Registration  Statement or
prospectus  and will  indemnify  and hold  harmless  Company,  its directors and
officers,  each  underwriter and each other Person who controls  Company (within
the meaning of the  Securities  Act)  against any  losses,  claims,  damages and
liabilities,  joint or several, to which Company or any director or officer, any
underwriter or controlling person may become subject under the Securities Act or
otherwise,  insofar as the losses, claims, damages or liabilities (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon (i) any untrue or alleged  untrue  statement of material  fact
contained in the Registration Statement, prospectus or preliminary prospectus or
any amendment  thereof or supplement  thereto or in any  application or (ii) any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading,  but only to the extent
that the untrue statement or omission is made in the Registration Statement, any
prospectus or preliminary  prospectus or any amendment or supplement thereto, or
in any application,  in reliance upon and in conformity with written information
prepared and furnished to Company by the holder  expressly for use therein,  and
such holder will reimburse Company and each director,  officer,  underwriter and
controlling  Person for any legal or any other expenses  actually and reasonably
incurred by them in connection with  investigating or defending any loss, claim,
liability,  action or  proceeding;  provided,  however,  that the  obligation to
indemnify and hold  harmless  will be individual  and several to each holder and
will be limited to the net amount of  proceeds  received  by the holder from the
sale of Registrable Securities pursuant to the Registration Statement.

      SECTION 5.3 CONTRIBUTION.  If the indemnification provided for in Sections
5.1 or 5.2 is  unavailable to an  indemnified  party under such Sections  (other
than by reason of  exceptions  provided  in those  Sections)  in  respect of any
claims referred to in such Sections, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or  payable  by such  indemnified  party  as a  result  of such  claims  in such
proportion as is appropriate to reflect the relative fault of Company on the one
hand and of the holder of Registrable Securities on the other in connection with
the statements or omissions  which  resulted in such claims.  The amount paid or
payable by a party as a result of the claims  referred  to above shall be deemed
to include any legal or other fees or expenses reasonably incurred by such party
in connection with  investigating or defending any action or claim. The relative
fault of Company on the one hand and of the holder of Registrable  Securities on
the other shall be determined  by reference to, among other things,  whether the
applicable  misstatement or alleged misstatement relates to information supplied
by Company or by the holder of Registrable  Securities and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such misstatement or alleged misstatement.  Company and each Investor agree that
it would not be just and equitable if contribution  pursuant to this Section 5.3
were determine by pro rata allocation or by any other method of allocation which
does not  take  account  of the  equitable  considerations  referred  to  above.
Notwithstanding  the  provisions of this Section 5.3, the holder of  Registrable
Securities  shall not be required to contribute  any amount  pursuant  hereto in
excess  of the net  proceeds  (after  deducting  any  discounts  or  commissions
received  by an  underwriter  in  connection  with such  registration)  from the
offering received by the holder of Registrable  Securities.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to contribution  hereunder from any person who
was not guilty of such fraudulent misrepresentation.


                                     PAGE 8
<PAGE>

      SECTION 5.4 NOTICE. Any Person entitled to indemnification  hereunder will
(i) give  prompt  written  notice to the  indemnifying  party of any claim  with
respect to which it seeks  indemnification  and (ii)  unless in the  indemnified
party's  reasonable  judgment a conflict of interest between the indemnified and
indemnifying   parties  may  exist  with  respect  to  the  claim,   permit  the
indemnifying  party to assume the defense of the claim with  counsel  reasonably
satisfactory  to  the  indemnified  party.  If  the  defense  is  assumed,   the
indemnifying  party will not be subject to any liability for any settlement made
by the indemnified party without the indemnifying  party's prior written consent
(but its consent will not be unreasonably  withheld).  An indemnifying party who
is not entitled to, or elects not to,  assume the defense of a claim will not be
obligated  to pay the fees and expenses of more than one counsel for all parties
indemnified by the indemnifying  party with respect to the claim,  unless in the
reasonable  judgment of any  indemnified  party a conflict of interest may exist
between the  indemnified  party and any other of the  indemnified  parties  with
respect to the claim.

      SECTION  5.5  SURVIVAL.  The  indemnification   provided  for  under  this
Agreement will remain in full force and effect  regardless of any  investigation
made by or on  behalf  of the  indemnified  party or any  officer,  director  or
controlling  Person of the  indemnified  party and will  survive the transfer of
securities.  Each  party  hereto  also  agrees  to make any  provisions,  as are
reasonably  requested by any indemnified party, for contribution to the party in
the event that  indemnification  from the party  hereto is  unavailable  for any
reason.

ARTICLE 6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

      SECTION 6.1  PARTICIPATION.  No Person may participate in any registration
hereunder  which is  underwritten  unless  that  Person  (i)  agrees to sell the
Person's  securities  on the basis  provided  in any  underwriting  arrangements
approved by Company (including, without limitation, pursuant to the terms of any
over-allotment or "green shoe" option requested by the managing  underwriter(s),
provided that no holder of Registrable  Securities will be required to sell more
than the number of Registrable  Securities that the holder has requested Company
to include in any registration), (ii) completes and executes all questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
reasonably required under the terms of the underwriting arrangements,  and (iii)
cooperates   with  Company's   reasonable   requests  in  connection   with  the
registration or  qualification  (it being  understood that Company's  failure to
perform  its  obligations  hereunder,  which  failure is caused by the  Person's
failure  to  cooperate,  will  not  constitute  a  breach  by  Company  of  this
Agreement).

      SECTION  6.2  NOTICE.  Each  holder  of  Registrable   Securities  who  is
participating  in any  registration  hereunder  agrees that, upon receipt of any
notice  from  Company of the  happening  of any event of the kind  described  in
Section  3.1(e),  such holder will forthwith  discontinue the disposition of its
Registrable  Securities  pursuant  to  the  Registration  Statement  until  such
holder's  receipt  of the copies of a  supplemented  or  amended  prospectus  as
contemplated by Section 3.1(e). In the event Company shall give any such notice,
the  applicable  time  period   mentioned  in  Section  3.1(b)  during  which  a
Registration Statement is to remain effective shall be extended by the number of
days during the period from and  including  the date of the giving of the notice
pursuant  to this  Section  to and  including  the date  when  each  seller of a
Registrable  Security covered by the Registration  Statement shall have received
the copies of the  supplemented  or amended  prospectus  contemplated by Section
3.1(e).


                                     PAGE 9
<PAGE>

      SECTION 6.3 HOLDBACK AGREEMENTS BY HOLDERS OF REGISTRABLE SECURITIES. Each
holder of  Registrable  Securities  agrees  not to  effect  any  public  sale or
distribution of equity securities of Company, or any securities convertible into
or exchangeable or exercisable for such securities,  including any sale pursuant
to Rule 144  (except as part of the  underwritten  registration,  if  permitted)
during  the seven (7) days prior to, and the  ninety  (90) days  following,  the
effective  date  of  any  underwritten  public  offering  (unless  the  managing
underwriter agrees otherwise).  Each holder of Registrable  Securities agrees to
enter  into  customary  lock-up  agreements  consistent  with the  foregoing  if
requested by any  underwriter of any such public  offering.  In order to enforce
the  foregoing  covenant,  Company may impose  stop-transfer  instructions  with
respect to the  securities  of Company  held by each  holder  (and the shares or
securities of every other Person subject to the foregoing restriction) until the
end of that period.

ARTICLE 7. REPORTING

      SECTION 7.1 RULE 144. Company shall timely file the reports required to be
filed by it under the  Securities  Act and the Exchange Act  (including  but not
limited to the reports under  Sections 13 and 15(d) of the Exchange Act referred
to in  subparagraph  (c) of  Rule  144  adopted  by  the  Commission  under  the
Securities  Act)  and  the  rules  and  regulations  adopted  by the  Commission
thereunder (or, if Company is not required to file such reports,  will, upon the
request of any holder of Registrable  Securities,  make publicly available other
information)  and will take such  further  action as any  holder of  Registrable
Securities may reasonably request,  all to the extent required from time to time
to enable such holder to sell Registrable  Securities without registration under
the Securities Act within the limitation of the exemptions  provided by (a) Rule
144 under the Securities  Act, as such Rule may be amended from time to time, or
(b) any similar rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of  Registrable  Securities,  Company will deliver to such
holder a written  statement as to whether it has complied with the  requirements
of this Section 7.1.

ARTICLE 8. MISCELLANEOUS.

      SECTION 8.1 SUBORDINATION.

            (a) To the extent any  provision of this  Agreement  could be deemed
      inconsistent  with or  violative  of the  rights  granted  to  holders  of
      "registrable securities" under any Existing Registration Rights Agreement,
      this Agreement shall be interpreted and/or,  without further action on the
      part of the parties  hereto,  deemed  modified to the extent  necessary to
      remove such inconsistency or violation.

            (b) Nothing in this Agreement (and only this Agreement)  shall limit
      or  restrict  the  rights of  Company to grant  registration  rights  with
      respect to the  securities  of  Company  which are  senior,  pari passu or
      subordinate to the rights granted hereunder.


                                    PAGE 10
<PAGE>

      SECTION 8.2 REMEDIES.  The parties hereto agree and acknowledge that money
damages may not be an adequate  remedy for any breach of the  provisions of this
Agreement and that any party hereto shall have the right to  injunctive  relief,
in addition  to all of its other  rights and  remedies  at law or in equity,  to
enforce the  provisions of this  Agreement;  provided,  however,  that Investors
shall have no right to an injunction to prevent the filing or  effectiveness  of
any Registration Statement of Company.

      SECTION 8.3 AMENDMENTS AND WAIVERS.  Except as otherwise  provided herein,
the  provisions  of this  Agreement may be amended or waived only upon the prior
written  consent of Company  and the  holders of a majority  of the  Registrable
Securities.

      SECTION 8.4 SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
and inure to the benefit of and be  enforceable  by the parties hereto and their
respective successors and permitted assigns. In addition, and whether or not any
express  assignment shall have been made, the provisions of this Agreement which
are for the benefit of the holders of the Registrable Securities (or any portion
thereof) as such shall be for the benefit of and  enforceable  by any subsequent
holder of any Registrable Securities (or of such portion thereof).

      SECTION  8.5  SEVERABILITY.  Whenever  possible,  each  provision  of this
Agreement  shall be interpreted in the manner as to be effective and valid under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision or the  effectiveness  or validity of any  provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in the jurisdiction as if the invalid,  illegal or  unenforceable  provision had
never been contained herein.

      SECTION 8.6 COUNTERPARTS. This Agreement may be executed simultaneously in
two or more  counterparts,  any one of which need not contain the  signatures of
more than one party, but all counterparts taken together will constitute one and
the same Agreement.

      SECTION  8.7  DESCRIPTIVE  HEADINGS.  The  descriptive  headings  of  this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

      SECTION 8.8  GOVERNING  LAW.  The  corporate  law of the State of Delaware
shall  govern  all issues  and  questions  concerning  the  relative  rights and
obligations of the Company and its stockholders.  All other issues and questions
concerning the construction,  validity,  enforcement and  interpretation of this
Agreement  shall be governed by, and construed in accordance  with,  the laws of
the State of Delaware, without giving effect to any choice of law or conflict of
law  rules  or  provisions  (whether  of the  State  of  Delaware  or any  other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of Delaware.

      SECTION 8.9 ARBITRATION.  Any controversy,  dispute or claim of any nature
whatsoever  arising out of, in connection with or in relation to this Agreement,
including the issue of  arbitrability  of any such disputes,  must be settled by
final  binding  arbitration  before a  retired  judge  at JAMS in Santa  Monica,
California.  The prevailing party in any dispute will be entitled to recover all
attorney fees, costs, and expenses in addition to other allowable costs.


                                    PAGE 11
<PAGE>

      SECTION 8.10 NOTICES.  All notices,  demands or other communications to be
given or delivered  under or by reason of the provisions of this Agreement 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 (5) days after  having  been sent by  registered  or
certified mail, return receipt requested,  postage prepaid,  or (iv) one (1) day
after deposit with a nationally  recognized  overnight courier,  specifying next
day  delivery,  with  written  verification  of receipt.  All  notices  shall be
addressed to Company at its  principal  office,  to each Investor at the address
for such Investor set forth on the Schedule of Investors  attached  hereto or to
such other address as Company or an Investor  shall have  furnished to the other
in writing.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
above date.

                                    NATIONAL LAMPOON, INC.

                                    By:___________________________________
                                             Douglas S. Bennett
                                             Executive Vice President

                                    By:

                                    By:___________________________________



                                    ______________________________________
                                    [NAME]

                                    ______________________________________
                                    [NAME]

                                    ______________________________________
                                    [NAME]

                                    ______________________________________
                                    [NAME]


                                    PAGE 12
<PAGE>

                              SCHEDULE OF INVESTORS

                      SERIES C CONVERTIBLE PREFERRED STOCK

                             NATIONAL LAMPOON, INC.

Daniel S. Laikin

Timothy S. Durham

_________________________________


_________________________________


_________________________________


_________________________________


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