<PAGE>   1


                                                                    EXHIBIT 10.1

                                J2 COMMUNICATIONS
                            10850 WILSHIRE BOULEVARD
                                   SUITE 1000
                              LOS ANGELES, CA 90024


                                  March 5, 2001


CONFIDENTIAL
------------

Mr. Daniel S. Laikin
25 West 9th Street
Indianapolis, Indiana 46204

Mr. Paul Skjodt
9920 Towne Road
Carmel, Indiana 46032

Gentlemen:

     This letter agreement ("LETTER AGREEMENT") confirms our understanding, and
when signed, our binding agreement regarding your joint and several obligation
to acquire all of the shares of common stock of J2 Communications, a California
corporation (the "COMPANY"), which are owned by James P. Jimirro ("JIMIRRO")
(collectively with all of Jimirro's vested stock options and all the shares
issuable to Jimirro upon exercise of all of his vested stock appreciation rights
("SARS"), the "JIMIRRO SHARES") and to engage in certain other transactions
related thereto (all such transactions, including without limitation, (i) the
purchase of between 227,273 and 527,273 shares of the common stock, no par value
per share, of the Company (such shares to be so purchased, the "COMMON SHARES",
and such stock generally, the "COMPANY COMMON STOCK") directly from the Company,
(ii) the satisfaction by the Company of certain deferred compensation to Jimirro
and, potentially, (iii) the commencement, subject to the occurrence of certain
events, of a tender offer at $15 per share for all shares of the Common Stock
not owned by you, being referred to herein as the "TRANSACTIONS"), each upon the
terms set forth herein. Daniel S. Laikin ("LAIKIN") and Paul Skjodt ("SKJODT")
are sometimes collectively referred to herein as the "PURCHASERS."

     1. Purchase and Sale; Tender Offer.

          (a) On the Closing Date (as hereinafter defined), the Purchasers shall
(and/or shall cause their associates or affiliates to) purchase from Jimirro,
and Jimirro shall sell and transfer to the Purchasers and/or their associates
and affiliates, as applicable, (i) the Jimirro Shares (other than those issuable
upon exercise of Jimirro's SARs) at a purchase price of $15.00 per Jimirro
Share, for an aggregate consideration of $3,130,005, and (ii) all vested options
as of the Closing

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Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 2


Date to purchase Jimirro Shares held by Jimirro, and all Jimirro Shares issuable
upon exercise of Jimirro's SARs (which shall be exercised by Jimirro prior to
the Closing for shares of Company Common Stock (the "SAR SHARES") pursuant to
Section 6.2(c)(iii)(A) of the 1999 Stock Option, Deferred Stock and Restricted
Stock Plan), for an aggregate consideration of $1,503,811. All amounts payable
by the Purchasers pursuant to this SECTION 1(a) shall be paid in cash by wire
transfer of immediately available funds.

          (b) On the Closing Date, the Company shall issue and sell to the
Purchasers and/or the Purchasers' associates or affiliates, as applicable, and
the Purchasers shall (and/or shall cause their associates or affiliates to)
purchase from the Company, 227,273 Common Shares at a purchase price per Common
Share equal to (i) if the fair market value of the Common Shares as of the
Closing Date is equal to or greater than $15.00 per Common Share, $9.90 per
Common Share, and (ii) if the fair market value of the Common Shares is less
than $15.00 per Common Share, the quotient of (A) $2,250,000 less the difference
between $1,065,766 and the aggregate fair market value of the SAR Shares and (B)
$227,273 and the Company shall apply the proceeds of such sale to the
satisfaction of Jimirro's deferred compensation as contemplated by SECTION 3(a)
hereof. All amounts payable pursuant to this SECTION 1(b) shall be paid by wire
transfer of immediately available funds. For purposes of this SECTION 1(b), the
"fair market value" of a Common Share shall mean, for any given date, the last
reported sale price per Common Share as reported on the NASDAQ National Market
(or such successor exchange upon which the Common Shares are listed) for the
trading day immediately prior to such date.

          (c) On the Closing Date, the Purchasers (and/or their associates or
affiliates) may also purchase up to 300,000 additional Common Shares at a
purchase price of $11.00 per Common Share, as the Purchasers reasonably deem
necessary or appropriate.

          (d) Any and all Jimirro Shares and Common Shares sold or issued to the
Purchasers hereunder shall be sold and transferred to the Purchasers free and
clear of all liens, claims, preemptive rights or any other encumbrances of any
kind or nature whatsoever, except for any applicable restrictions imposed by
federal or state securities laws. Following the Closing (as hereinafter
defined), there shall be no outstanding options, warrants, rights or similar
agreements imposed by the Company or Jimirro encumbering any of the Jimirro
Shares or Common Shares. To the extent there exists, and any Jimirro Shares or
Common Shares can be issued under, a valid, currently effective registration
statement under the Securities Act of 1933, as amended (the "1933 ACT"), the
Company shall use reasonable efforts to provide the Purchasers with shares of
Company Common Stock issued under such registration statement. In addition, in
the event that the Company effects a registration statement under the 1933 Act
between the date hereof and the Closing Date, the Company shall use reasonable
effort to include any of the Jimirro Shares and Common Shares which are not
registered under the 1933 Act in such registration statement; provided, that (i)
prior to effecting the registration of any Common Shares, the Purchasers must
irrevocably commit to purchase any Common Shares being registered on their
behalf at the purchase price and upon the other terms set forth herein or, upon
delivery thereof, in the Documentation (as defined below), (ii) the inclusion of
such Jimirro Shares and Common Shares is permitted under the 1933 Act and the
rules promulgated thereunder and (iii) such inclusion

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Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 3


does not result in any significant expense to the Company. The Company shall
notify the Purchasers in writing of the proposed filing schedule for any
registration statement (and all material changes to such schedule) and the
Purchasers shall make the purchase commitment referred to in clause (i) of the
proviso to the previous sentence in writing and provide the Company in writing
with all information required by the Company for inclusion in such registration
statement as a result of the inclusion of such shares therein, in each case not
less than 5 business days prior to the proposed registration statement filing
date. The Company Purchase Agreement (as hereinafter defined) shall confer upon
the Purchasers demand registration rights covering the Jimirro Shares and the
Common Shares, containing customary terms and provisions, requiring the Company
to register at its expense any such shares not already registered.

          (e) If, and only if, the Transactions contemplated by the foregoing
SECTIONS 1(a) AND 1(b) have been consummated and the Purchasers have purchased
all of the Jimirro Shares and Common Shares contemplated thereby, the Purchasers
shall commence, within 365 days after the Closing Date, a tender offer to
purchase from the Company's remaining minority shareholders all of the shares of
the Company Common Stock held by them at a purchase price of $15 per share, net
to the seller in cash, subject to an equitable adjustment in such purchase price
in the event of any stock split, reverse stock split or similar event prior to
the completion of such tender offer; provided, however, that in no event shall
the Purchasers be required to commence any such tender offer for any shares of
the Company Common Stock if the average of the closing bid/ask price for shares
of the Company Common Stock is at or above $15 per share for any twenty (20)
days during any period of thirty (30) consecutive trading days during the 365
days following the Closing Date.

     2. Documentation. At the Closing, (i) a consulting agreement ("CONSULTING
AGREEMENT") to be effective as of the Closing Date and in the form attached
hereto as EXHIBIT A and (ii) a security agreement ("SECURITY AGREEMENT")
securing the Company's obligations under the Consulting Agreement, to be
effective as of the Closing Date and in the form attached hereto as EXHIBIT B,
shall each be executed by the Company, each subsidiary of the Company that owns
any assets of the types identified as collateral in the Security Agreement and
Jimirro and acknowledged by the Purchasers. Each of the signatories hereto
agrees and acknowledges that this Letter Agreement, and the Exhibits hereto
(including the Consulting Agreement and the Security Agreement), contain the
material terms of the Transactions. The parties shall negotiate such other
documents (including each of the documents referenced in clauses (a) through (d)
of the following sentence, the "DOCUMENTATION") as are necessary to give effect
to the Transactions. Upon execution hereof, counsel for the Company and for
Jimirro shall commence preparation of the Documentation and shall deliver drafts
thereof to the Purchasers within fifteen (15) days of execution hereof. The
Documentation will consist, among other things, of (a) a purchase agreement
among the Purchasers (or a designee reasonably acceptable to the Company and
Jimirro) and Jimirro relating to the purchase of the Jimirro Shares (the
"JIMIRRO PURCHASE AGREEMENT"), (b) a purchase agreement among the Purchasers (or
such designee) and the Company relating to the purchase of the Common Shares for
the purpose of funding the obligations to Jimirro described in SECTION 3(a)
hereof (the "COMPANY PURCHASE AGREEMENT"),

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Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 4


(c) a satisfaction agreement between the Company and Jimirro effective as of
the Closing Date with respect to the payout of Jimirro's compensation as
described herein, and (d) a commitment agreement between the Purchasers (or
their designee) and the Company obligating the Purchasers (or their designee) to
make the tender offer described herein, if required. The Jimirro Purchase
Agreement shall contain only the representations and warranties from Jimirro set
forth on EXHIBIT C hereto, and only the representations and warranties from
Purchasers set forth on EXHIBIT D hereto, which representations and warranties
shall survive the Closing Date until the completion of the Company's audit for
the fiscal year ended July 31, 2001. The Company Purchase Agreement shall
contain only the representations and warranties from the Company set forth on
EXHIBIT E hereto, and only the representations and warranties from Purchasers
set forth on EXHIBIT D hereto. Subject to the foregoing, all of the
Documentation shall contain customary terms and provisions for such
transactions, in each case giving effect to the overriding terms of this Letter
Agreement. All of the parties hereto shall negotiate in good faith and use their
respective best efforts to complete, execute and deliver final Documentation as
soon as practicable after delivery of initial drafts thereof and in any event
within thirty (30) days after the date hereof and shall consummate the Closing
of the transactions contemplated in Sections 1(a), 1(b) and, if applicable, 1(c)
hereof on the earliest practicable date thereafter (which shall in no case be
later than June 30, 2001); provided, however, that the date on which the Closing
occurs (the "CLOSING DATE") may be extended after June 30, 2001 (a) by any party
for a period not to exceed sixty (60) days to the extent necessary to obtain
requisite consents, if any, under the Hart-Scott-Rodino Anti-Trust Improvements
Act of 1976 (the "HART SCOTT Act"), or applicable regulatory authorities or (b)
by the Company to obtain the consent of the Company's shareholders to the
transactions contemplated in Sections 1(a), 1(b) and, if applicable, 1(c) hereof
as provided in SECTION 9(f) hereof. If the parties have not executed and
delivered the Documentation within thirty (30) days after the date hereof, then,
at the Purchasers' option, the transactions contemplated in Sections 1(a), 1(b)
and, if applicable, 1(c) hereof will close under the terms set forth in this
Letter Agreement, the Consulting Agreement and the Security Agreement (together
with such terms contained in any Documentation which has, in fact, been
executed), on the Closing Date. In such event, all parties will cooperate in all
respects and take all such actions as may be necessary to effect the
transactions contemplated in Sections 1(a), 1(b) and, if applicable, 1(c) hereof
on the terms described in the preceding sentence.

     3. Deferred Compensation; Employment Agreement.

          (a) On the Closing Date, the Company shall pay to a bank or other
independent escrow agent (the "Escrow Agent") an amount, in cash payable by wire
transfer of immediately available funds, equal to $2,500,000, to be held by the
Escrow Agent (selected by and paid for by Jimirro) for delivery to Jimirro ten
days after the first anniversary of the Closing Date; provided, however, that if
one or more bankruptcy petitions shall have been filed by or with respect to the
Company on or before the first anniversary of the Closing Date, the Escrow Agent
shall hold such moneys for delivery to Jimirro (y) until the expiration of the
applicable statute of limitations for contending that all or any part of such
moneys constitute voidable preferences under the bankruptcy laws or (z) if an
action shall be commenced prior to such applicable statute of limitations to
cause Jimirro or the Escrow Agent to turn over all or any part of such moneys to

<PAGE>   5

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 5

the Company or any trustee in bankruptcy acting for or on behalf of the Company,
the date that is ten days after a court of competent jurisdiction shall have
issued a final determination (not subject to further appeal) to the effect that
Jimirro is entitled to receive and retain such moneys in full satisfaction of
any and all claims that Jimirro may have against the Company arising prior to
the Closing Date, including without limitation for deferred compensation, but
excluding (i) any claims arising after the Closing Date (including, without
limitation, under the Documentation), (ii) any claims for indemnification
arising under law, contract or the Company's charter documents, (iii) claims
under the Consulting Agreement (including without limitation claims with respect
to future stock options granted by the Company to Jimirro pursuant to the terms
thereof) and (iv) any claims of Jimirro pursuant to the Indemnity Agreement
dated as of July 1, 1999. Upon payment of such amount to the Escrow Agent, the
Company shall be released from any and all further obligations to Jimirro for
the claims so satisfied, including without limitation all obligations with
respect to deferred compensation.

          (b) On the Closing Date, Jimirro's Restated Employment Agreement with
the Company dated July 1, 1999 (the "JIMIRRO EMPLOYMENT AGREEMENT") shall be
terminated and be of no further force or effect whatsoever, and the Consulting
Agreement shall become effective pursuant to its terms.

     4. Release.

          (a) Purchaser Release. In consideration, without limitation, of the
execution of this Letter Agreement by Jimirro and the Company, each of the
Purchasers hereby knowingly and voluntarily, each on behalf of himself and his
successors, assigns, heirs, representatives, partners, affiliates, agents,
employees, servants, executors, administrators, accountants, attorneys and
investigators, in any and all capacities and, as the case may be, controlling
and/or controlled persons, stockholders, owners, officers, directors, insurers,
subsidiaries (whether or not wholly-owned) and divisions and each of their
respective successors, assigns, heirs, representatives, partners, affiliates,
agents, employees, servants, executors, administrators, accountants, attorneys
and investigators, and, as the case may be, controlling and/or controlled
persons, stockholders, owners, officers, directors, insurers, subsidiaries
(whether or not wholly-owned) and divisions, if any, of such persons (the
"PURCHASER RELATED PERSONS"), forever relieve, release, and discharge Jimirro,
the Company, the current directors and officers of the Company, and each of
their respective successors, assigns, heirs, representatives, partners,
affiliates, agents, employees, servants, executors, administrators, accountants,
attorneys and investigators, in any and all capacities and, as the case may be,
controlling and/or controlled persons, stockholders, owners, officers,
directors, insurers, subsidiaries (whether or not wholly-owned) and divisions
and each of their respective successors, assigns, heirs, representatives,
partners, affiliates, agents, employees, servants, executors, administrators,
accountants, attorneys and investigators, and, as the case may be, controlling
and/or controlled persons, stockholders, owners, officers, directors, insurers,
subsidiaries (whether or not wholly-owned) and divisions, if any, of such
persons (the "JIMIRRO RELATED PERSONS"; the Jimirro Related Persons and the
Purchaser Related Persons are sometimes referred to herein collectively as the
"RELATED PERSONS"), from any and all claims, debts, liabilities, losses,
demands, obligations, liens, promises, acts, agreements, costs and

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Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 6


expenses (including but not limited to costs of investigation and defense and
reasonable attorneys' fees), damages (including consequential and incidental
damages, diminution in value and damages calculated as a multiple of actual
damages incurred), actions and causes of action, of whatever kind or nature,
which any of the Purchasers or the Purchaser Related Persons now has, has ever
had or may hereafter have against any of the Jimirro Related Persons (including,
without limitation, Jimirro) on account of or arising out of the Company's
response to the proxy solicitation commenced by Laikin on or about August 11,
2000 (including all actions taken or caused to be taken and all omissions to
act) and any and all other matters, causes or events occurring prior to the date
hereof (and if the Closing is consummated, prior to the Closing Date); provided,
however, that nothing contained herein shall operate to release any obligations
of the parties arising under this Letter Agreement, the Consulting Agreement,
the Security Agreement or the Documentation. Furthermore, each of the Purchasers
hereby knowingly and voluntarily, each on behalf of himself and his Purchaser
Related Persons, hereby irrevocably covenants to refrain from, directly or
indirectly (including without limitation by derivative action as a shareholder
of the Company), asserting any claim or demand, or commencing, instituting,
causing to be commenced or supporting, any claim, action or proceeding of any
kind against any Jimirro Related Person (including, without limitation,
Jimirro), based upon any matter purported to be released hereby. Furthermore,
each of the Purchasers hereby covenants that such party will not directly or
indirectly cause the Company or any other entity or individual to commence or
assist the Company or any such other entity or individual in the commencement of
any derivative action based on any claims, debts, liabilities, losses, demands,
obligations, liens, promises, acts, agreements, costs and expenses (including
but not limited to costs of investigation and defense and reasonable attorneys'
fees), damages (including consequential and incidental damages, diminution in
value and damages calculated as a multiple of actual damages incurred), actions
and causes of action, of whatever kind or nature, which the Company now has, has
ever had or may hereafter have against the respective Jimirro Related Persons
(including, without limitation, Jimirro) on account of or arising out of the
Company's response to the proxy solicitation commenced by Laikin on or about
August 11, 2000 (including all actions taken or caused to be taken and all
omissions to act) and any and all other matters, causes or events occurring
prior to the date hereof (and if the Closing is consummated, prior to the
Closing Date) against any Jimirro Related Person (including, without limitation,
Jimirro), and, if such an action is commenced, each such party will not support
such derivative action and will use his best efforts to cause such action to be
withdrawn or to cause the actions that are the subject thereof to be ratified
and approved by the stockholders of the Company.

          (b) Jimirro/Company Release. In consideration, without limitation, of
the execution of this Letter Agreement by the Purchasers, each of Jimirro and
the Company hereby knowingly and voluntarily, each on behalf of himself or
itself, and the Jimirro Related Persons, forever relieve, release, and discharge
the Purchasers and the Purchaser Related Persons, from any and all claims,
debts, liabilities, losses, demands, obligations, liens, promises, acts,
agreements, costs and expenses (including but not limited to costs of
investigation and defense and reasonable attorneys' fees), damages (including
consequential and incidental damages, diminution in value and damages calculated
as a multiple of actual damages incurred), actions and causes of action, of
whatever kind or nature, which any of Jimirro or the Company or any of

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Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 7


the Jimirro Related Persons now has, has ever had or may hereafter have against
either of the Purchasers or any of the Purchaser Related Persons on account of
or arising out of the Company's response to the proxy solicitation commenced by
Laikin on or about August 11, 2000 (including all actions taken or caused to be
taken and all omissions to act) and any and all other matters, causes or events
occurring prior to the date hereof (and if the Closing is consummated, prior to
the Closing Date); provided, however, that nothing contained herein shall
operate to release any obligations of the parties arising under this Letter
Agreement, the Consulting Agreement, the Security Agreement or the
Documentation; provided, further, however, that the release contained in this
SECTION 4(b) shall not apply to any of Cynthia Skjodt, Sidney Laikin,
Christopher Williams, Carroll Edwards, Gregory Sarkisian or Timothy Durham until
such person executes and delivers to the Company (with a copy to Jimirro) a
Release and Standstill Agreement (as defined below). Furthermore, each of
Jimirro and the Company hereby knowingly and voluntarily, each on behalf of
himself or itself and his or its Jimirro Related Persons, hereby irrevocably
covenants to refrain from, directly or indirectly (including without limitation
by derivative action as a shareholder of the Company), asserting any claim or
demand, or commencing, instituting, causing to be commenced or supporting, any
claim, action or proceeding of any kind against any Purchaser Related Person,
based upon any matter purported to be released hereby. Furthermore, Jimirro
hereby covenants (i) if the Closing is consummated, not to knowingly assist any
entity or individual in the commencement of any derivative action based on any
claims, debts, liabilities, losses, demands, obligations, liens, promises, acts,
agreements, costs and expenses (including but not limited to costs of
investigation and defense and reasonable attorneys' fees), damages (including
consequential and incidental damages, diminution in value and damages calculated
as a multiple of actual damages incurred), actions and causes of action, of
whatever kind or nature, which the Company now has, has ever had or may
hereafter have against any Purchaser or Purchaser Related Person on account of
or arising out of the proxy solicitation commenced by Laikin on or about August
11, 2000 (including all actions taken or caused to be taken and all omissions to
act) and any and all other matters, causes or events occurring prior to the date
hereof (and if the Closing is consummated, prior to the Closing Date) against
any Purchaser or Purchaser Related Person, and, if such an action is commenced,
Jimirro will not support such derivative action and (ii) if the Closing is not
consummated, not to directly or indirectly cause the Company or any other entity
or individual to commence or assist the Company or any such other entity or
individual in the commencement of any derivative action based on any claims,
debts, liabilities, losses, demands, obligations, liens, promises, acts,
agreements, costs and expenses (including but not limited to costs of
investigation and defense and reasonable attorneys' fees), damages (including
consequential and incidental damages, diminution in value and damages calculated
as a multiple of actual damages incurred), actions and causes of action, of
whatever kind or nature, which the Company now has, has ever had or may
hereafter have against any Purchaser or Purchaser Related Person on account of
or arising out of the proxy solicitation commenced by Laikin on or about August
11, 2000 (including all actions taken or caused to be taken and all omissions to
act) and any and all other matters, causes or events occurring prior to the date
hereof (and if the Closing is consummated, prior to the Closing Date) against
any Purchaser or Purchaser Related Person, and, if such an action is commenced,
Jimirro will not support such derivative action and will use his best efforts to
cause such action to be withdrawn or to cause the actions that are the subject

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Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 8




thereof to be ratified and approved by the stockholders of the Company.

     5. Indemnification.


          (a) Purchaser Indemnification. Without in any way limiting any of the
rights and remedies otherwise available to Jimirro, the Company or any other
Jimirro Related Person, each of the Purchasers hereby agrees, jointly and
severally, to indemnify and hold harmless each of Jimirro, the Company and each
other Jimirro Related Person from and against all claims, debts, liabilities,
losses, demands, obligations, liens, promises, acts, agreements, costs and
expenses (including but not limited to costs of investigation and defense and
reasonable attorneys' fees), damages (including consequential and incidental
damages, diminution in value and damages calculated as a multiple of actual
damages incurred), actions and causes of action, of whatever kind or nature,
whether or not involving third party claims, arising directly or indirectly from
or in connection with the assertion by or on behalf of any of the Purchasers or
any Purchaser Related Persons of any claim or other matter purported to be
released pursuant to this Letter Agreement. In addition, and without in any way
limiting the foregoing or any of the rights and remedies otherwise available to
Jimirro and each other Jimirro Related Person, each Purchaser shall, jointly and
severally, indemnify and hold harmless each Jimirro Related Person from and
against all claims, debts, liabilities, losses, demands, obligations, liens,
promises, acts, agreements, costs and expenses (including but not limited to
costs of investigation and defense and reasonable attorneys' fees), damages
(including consequential and incidental damages, diminution in value and damages
calculated as a multiple of actual damages incurred), actions and causes of
action, of whatever kind or nature, whether or not involving third party claims,
arising directly or indirectly from or in connection with the Transactions and
his participation therein. The Documentation will also contain provisions
requiring the Company to indemnify and hold harmless the current and former
directors, officers, employees and agents of the Company in respect of
pre-Closing acts or omissions, and, for six years from the Closing Date, to
procure and maintain standard directors' and officers' liability insurance in
respect of such acts and omissions at least equivalent to such insurance as is
maintained by the Company as of the date hereof.

          (b) Jimirro Indemnification. Without in any way limiting any of the
rights and remedies otherwise available to the Purchasers or any Purchaser
Related Person, Jimirro hereby agrees to indemnify and hold harmless each
Purchaser and each Purchaser Related Person from and against all claims, debts,
liabilities, losses, demands, obligations, liens, promises, acts, agreements,
costs and expenses (including but not limited to costs of investigation and
defense and reasonable attorneys' fees), damages (including consequential and
incidental damages, diminution in value and damages calculated as a multiple of
actual damages incurred), actions and causes of action, of whatever kind or
nature, whether or not involving third party claims, arising directly or
indirectly from or in connection with the assertion by or on behalf of Jimirro
of any claim or other matter purported to be released pursuant to this Letter
Agreement.

          (c) Company Indemnification. Without in any way limiting any of the
rights and remedies otherwise available to the Purchasers or any Purchaser
Related Person, the Company hereby agrees to indemnify and hold harmless each
Purchaser and each Purchaser Related Person

<PAGE>   9


Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 9


from and against all claims, debts, liabilities, losses, demands, obligations,
liens, promises, acts, agreements, costs and expenses (including but not limited
to costs of investigation and defense and reasonable attorneys' fees), damages
(including consequential and incidental damages, diminution in value and damages
calculated as a multiple of actual damages incurred), actions and causes of
action, of whatever kind or nature, whether or not involving third party claims,
arising directly or indirectly from or in connection with the assertion by or on
behalf of any of the Company or any Jimirro Related Person of any claim or other
matter purported to be released pursuant to this Letter Agreement.

     6. General Release; Waiver of Rights. The releases contained in SECTION 3
and SECTION 4 of this Letter Agreement cover both claims that the parties and
the Related Persons know about and those that the parties and the Related
Persons may not know about. Each of the parties, on his or its own behalf and on
behalf of their respective Related Persons, expressly waives all rights afforded
by any statute (such as Section 1542 of the Civil Code of the State of
California ("SECTION 1542")) which limits the effect of a release with respect
to unknown claims. Each of the parties, on his or its own behalf and on behalf
of each of their respective Related Persons, understand the significance of such
release of unknown claims and the waiver of statutory protection against a
release of unknown claims (such as under Section 1542). Section 1542 states as
follows:

     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE
     WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
     THE DEBTOR.

Notwithstanding the provisions of Section 1542, each party, on his or its own
behalf and on behalf of each of his or its respective Related Persons, expressly
acknowledges that the releases set forth in SECTION 3 and SECTION 4 of this
Letter Agreement herein are intended to include all claims purported to be
released thereby, both known and unknown; provided, however, that the releases
contained within this Letter Agreement do not include claims that may arise
under this Letter Agreement, the Consulting Agreement, the Security Agreement or
the Documentation.

     7. Specific Performance. A material breach of any of the covenants or
agreements set forth in this Letter Agreement or a failure to materially perform
the covenants, obligations and other provisions of this Letter Agreement in
accordance with their terms will cause irreparable injury for which a remedy at
law would be inadequate. The parties hereto shall be entitled to injunctive
relief to prevent such breach, and to specific performance to enforce the
provisions of this Letter Agreement, in addition to any other legal or equitable
remedies to which the parties are entitled, without any bond or other security
being posted.

     8. Representations and Warranties.

          (a) General. Each party hereto represents and warrants to the other
parties hereto that (i) such party has all requisite power and authority and has
taken all actions necessary to execute and deliver this Letter Agreement, to
consummate the Transactions contemplated hereby

<PAGE>   10

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 10


and to perform his or its respective obligations hereunder, (ii) no other
corporate or other proceedings on such party's part are necessary to authorized
this Letter Agreement or the Transactions contemplated hereby (other than, in
the case of the Company, the shareholder approval contemplated by SECTION 9(f)
hereof), and (iii) this Letter Agreement is a valid and binding obligation of
such party, enforceable against such party in accordance with its terms, except
as such enforceability may be limited by (A) bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect that affect the enforcement of
creditors' rights generally or (B) general principles of equity, whether
considered in a proceeding at law or in equity.

          (b) By Each Party. The Jimirro Purchase Agreement shall contain only
those representations and warranties from Jimirro set forth in EXHIBIT C hereto,
and only those representations and warranties from Purchasers set forth in
EXHIBIT D hereto, which representations and warranties shall survive the Closing
Date until the completion of the Company's audit for the fiscal year ended July
31, 2001. The Company Purchase Agreement shall contain only those
representations and warranties from the Company set forth in EXHIBIT E hereto,
and only those representations and warranties from Purchasers set forth in
EXHIBIT D hereto.

     9. Other Agreements and Representations.

          (a) Further Assurances. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable best efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper, or advisable under applicable laws and regulations to
consummate and make effective the Transactions, including using its best efforts
to obtain all necessary waivers, consents, and approvals, and effecting all
necessary registrations and filings, subject, however, to the appropriate votes
of the shareholders of the Company.

          (b) Release and Standstill Agreements. It shall be a condition to the
Company's and Jimirro's respective obligations under this Letter Agreement (but
not a condition of the Purchasers' obligations) that Cynthia Skjodt and Sidney
Laikin each execute and deliver to the Company a Release and Standstill
Agreement substantially in the form attached hereto as EXHIBIT F (a "RELEASE AND
STANDSTILL AGREEMENT"). Furthermore, the Company and each of the Purchasers
irrevocably covenants and agrees to use its or his best efforts to obtain from
each of Cynthia Skjodt, Sidney Laikin, Christopher Williams, Carroll Edwards,
Gregory Sarkisian and Timothy Durham prior to the Closing Date a Release and
Standstill Agreement.

          (c) Rights Agreement. It shall be a condition to the Purchasers'
respective obligations under this Letter Agreement (but not a condition of
Jimirro's or the Company's obligations) that (i) the Rights Agreement dated as
of July 15, 1999, between the Company and U.S. Stock Transfer Corporation as
Rights Agent (the "RIGHTS Agreement") be amended to except as a Triggering Event
under (and as defined in) the Rights Agreement, the Transactions contemplated
hereby and any purchase of Company Common Stock by any of the Purchasers, their
affiliates, associates, or "group" (within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "1934 ACT")), or (ii) that
all of the outstanding Rights,

<PAGE>   11


Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 11


under (and as defined in) the Rights Agreement, be redeemed. The Company shall
so amend the Rights Agreement or redeem the Rights within fifteen (15) days of
execution of this Letter Agreement.

          (d) Right to Consult Attorney. Each of the parties hereto acknowledges
and agrees that such party has had an adequate opportunity to have this Letter
Agreement reviewed by an attorney of his or its choice prior to execution of
this Letter Agreement, that, to the extent desired by such party, such party has
availed itself or himself of this right, and that such party is voluntarily
entering into this Letter Agreement and understands in full the contents of this
Letter Agreement. Each of the Purchasers and Jimirro further acknowledges and
agrees that, by being given this Letter Agreement to review, he has been advised
in writing to consult with counsel prior to executing this Letter Agreement.

          (e) Name Change. At its next meeting of shareholders, the Company
shall submit a proposal to its shareholders to change the name of the Company to
"National Lampoon" Furthermore, the Company will recommend a vote in favor of
such name change, and Jimirro and each Purchaser agree to vote (or cause to be
voted) in favor of such name change, or to provide an affirmative consent with
respect to such matters, in each case with respect to all shares of the Company
Common Stock beneficially owned by such party.

          (f) Shareholder Approval of the Transactions. If reasonably deemed
necessary by the Company, based upon the advice of its counsel, the Transactions
shall be submitted for approval by the vote or consent of the Company's
shareholders at the 2001 annual meeting of the Company's shareholders, or
otherwise at the Company's discretion. In the event of any such vote or consent
solicitation, the Company will recommend a vote in favor of the Transactions,
and Jimirro and each Purchaser agree to vote (or cause to be voted) in favor of
the Transactions, or to provide an affirmative consent with respect to such
matters, in each case with respect to all shares of the Company Common Stock
beneficially owned by such party.

     10. Covenants. Pending execution of the Documentation (and, upon execution
of the Documentation, at all times prior to the Closing Date or earlier
termination of this Letter Agreement), the Company agrees that it will, except
as contemplated hereby or otherwise agreed to in writing by each Purchaser:

          (a) Except as required to permit or facilitate the consummation of the
Transactions, including taking steps to cause certain of its wholly-owned
subsidiaries to become reinstated as corporations in good standing in the State
of New York and/or causing such subsidiaries to be merged into the Company,
conduct its business only in the ordinary and usual course, make no material
changes in the conduct of its operations, and not engage in any material
extraordinary transactions;

          (b) Not (i) dispose of any material assets of the Company, except in
the ordinary course of business; or (ii) borrow any funds, under existing lines
of credit or otherwise, except as reasonably necessary for the ordinary
operation of the Company's business in a manner, and in amounts, in keeping with
historical practices;

<PAGE>   12


Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 12


          (c) Not (i) except as previously disclosed, terminate or seek to
replace any employees of the Company whose annual compensation in the last
preceding fiscal year exceeded $70,000, and use its best efforts to retain all
such employees; (ii) materially increase or decrease the annual level of
compensation of any employee; (iii) increase or decrease the annual level of
compensation of any person whose compensation from the Company in the last
preceding fiscal year exceeded $70,000; or (iv) grant any unusual or
extraordinary bonuses, benefits or other forms of direct or indirect
compensation to any employee, officer, director or consultant, except to persons
other than Jimirro, in each case, (A) in amounts in keeping with past practices,
by formula or otherwise, (B) as contemplated hereby, and (C) that options to
acquire shares of the Company Common Stock issued by the Company may, at the
Company's option, be extended to expire six (6) months following the later of
(1) the Closing Date and (2) such option holder's resignation from the Company
(as appropriate);

          (d) Except as is required to permit the Transactions (including,
without limitation, to allow for the transferability of Jimirro's options to
purchase Jimirro Shares to the Purchasers and to permit Jimirro to exercise the
SARs for Jimirro Shares), not increase, terminate, amend or otherwise modify any
plan for the benefit of employees, except as required by law or by agreements in
effect on the date hereof;

          (d) Not (i) pay any dividends, redeem any securities, or otherwise
cause assets of the Company to be distributed to any of its shareholders except
by way of compensation to employees who are also shareholders within the
limitations set forth above; (ii) sell or pledge or agree to sell or pledge any
stock owned by it in any of its subsidiaries; (iii) amend its Articles of
Incorporation or Bylaws as in effect on the date hereof; or (iv) split, combine,
or reclassify any shares of its capital stock or declare, set aside or pay any
dividend payable in cash, stock or property with respect to any shares of its
capital stock;

          (f) Except as required to permit or facilitate the consummation of the
Transactions, including taking steps to cause certain of its wholly-owned
subsidiaries to become reinstated as corporations in good standing in the State
of New York and/or causing such subsidiaries to be merged into the Company, (i)
issue or agree to issue any additional shares of, or rights of any kind to
acquire any shares of, its capital stock of any class (other than options to
acquire shares of the Company Common Stock and stock appreciation rights
(exercisable in shares of Company Common Stock or otherwise) granted to
directors, employees or agents, other than Jimirro, in a manner consistent with
past practices); (ii) acquire or dispose of any substantial fixed assets or
acquire or dispose of any other substantial assets, other than in the ordinary
course of business; (iii) incur a material amount of additional indebtedness,
any other material liabilities or enter into any other material transaction,
other than in the ordinary course of business (including, without limitation,
through the grant of stock appreciation rights to directors, employees or
agents, other than Jimirro, in a manner consistent with past practices); or (iv)
enter into any contract, agreement, commitment or arrangement with respect to
any of the foregoing;

          (g) Use its best efforts to preserve intact the business organization
of the Company and its subsidiaries and to preserve the good will of those
having business

<PAGE>   13

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 13


relationships with it and its subsidiaries;

          (h) Not solicit inquiries or proposals concerning any acquisition or
purchase of all or substantially all of the assets or capital stock of the
Company; provided, however, that the Company and its Board of Directors may take
such responses to unsolicited inquiries or proposals as they, in the discharge
of their fiduciary responsibilities under applicable law, deem appropriate. The
Company will notify the Purchasers immediately if any such inquiries or
proposals are received by the Company; and

          (i) Use its reasonable best efforts to retain Chris Trunkey as the
Chief Financial Officer of the Company, subject to the provisions of SECTION
10(c) hereof; provided, however, that the Company reserves the right to
terminate Chris Trunkey at any time if Jimirro deems, in Jimirro's sole
discretion, that such termination would be in the best interest of the Company.
In the event that Chris Trunkey is terminated pursuant to the immediately
preceding proviso, the Company shall provide the Purchasers with ten (10) days
prior notice.

     11. Conditions; Termination.

          (a) Conditions. The closing of the transactions contemplated in
SECTIONS 1 (a), 1(b) AND , if applicable, 1(c) hereof (the "CLOSING") shall be
subject to the following conditions precedent:


          (i) approval of the Transactions contemplated in Sections 1(a), 1(b)
          and, if applicable, 1(c) hereof by all regulatory authorities whose
          consent to the consummation of the Transactions contemplated in
          Sections 1(a), 1(b) and, if applicable, 1(c) hereof is required under
          applicable law;

          (ii) appropriate filings, if required, under the Hart Scott Act, and
          the expiration of the applicable waiting period thereunder;

          (iii) modification of the Rights Agreement as provided in SECTION 9(c)
          of this Letter Agreement;

          (iv) the Purchasers being satisfied, in their sole discretion, with
          the results of their ongoing due diligence of the Company prior to and
          as of the Closing Date; and

          (v) the Purchasers having arranged for the financing required to
          consummate the Transactions contemplated in Sections 1(a), 1(b) and,
          if applicable, 1(c) hereof, upon terms satisfactory to the Purchasers,
          in their sole discretion.

          (b) Termination. This Letter Agreement may be terminated at any time
prior to the Closing, and the Transactions contemplated hereby abandoned:

          (i) upon the mutual written consent of the Purchasers, Jimirro and the
          Company;


<PAGE>   14

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 14


          (ii) if the Closing shall not have occurred by August 31, 2001; or

          (iii) if the Purchasers determine that one or both of the conditions
          set forth in SECTION 11(a)(iv) OR 11(a)(v) above shall not be
          satisfied by the Closing Date.

          (c) Effect of Termination. In the event that the Closing does not
occur for any reason, including, without limitation, the termination of this
Letter Agreement as provided above, this Letter Agreement shall, except as
provided in this clause (c), be of no further force and effect. The foregoing
notwithstanding, the parties acknowledge and agree that the provisions of
SECTIONS 4, 5, 6, 7, 12(e), 14, 19 and this 11(c) of this Letter Agreement shall
remain in full force and effect, regardless of any termination of this Letter
Agreement, pursuant to this SECTION 11, by operation of law, or otherwise, and
further acknowledge and agree that no such termination shall release any party
hereto from liability for his or its willful breach hereof.

     12. Directors.

          (a) Pending the Closing. Between the execution of this Letter
Agreement and the Closing, there shall be no change in the composition of the
membership of the Company's Board of Directors, except as the current members of
such Board shall otherwise agree.

          (b) Following the Closing. Following the Closing, the Company shall,
subject to SECTION 12(d) below, use its reasonable best efforts to cause the
composition of the membership of the Company's Board of Directors to be as
specified by the Purchasers; provided, however, that for a period ending on the
earlier of (i) the date five years from the Closing Date and (ii) the date of
the Purchaser's acquisition of all outstanding shares of the Company Common
Stock pursuant to the tender offer described in SECTION 1(e) hereof or
otherwise, the Purchasers and the Company agree and acknowledge that they shall
use their reasonable best efforts to cause the Company's Board of Directors to
include at least two Independent Directors (as hereinafter defined). The
Documentation will provide that, following the Closing, all actions taken with
respect to the Purchasers or any Purchaser Related Person that require action
by, or the consent or waiver of, the Company, shall require the consent or
approval of a majority of the Independent Directors.

          (c) Designation of Independent Directors. The Purchasers and the
Company shall use their respective reasonable best efforts to cause two
individuals mutually and reasonably agreeable to the parties hereto (which
individuals shall not include any of the parties or any of the Related Persons)
to agree prior to the Closing to serve as directors of the Company (each such
person, an "INDEPENDENT DIRECTOR") as provided above. As soon as practicable
following (and contingent on) the Closing, and in any event within thirty (30)
days thereafter, the parties shall use their respective reasonable best efforts
to cause the Independent Directors to be nominated and elected to serve as
directors of the Company. In the event either of the Independent Directors is no
longer able to serve on the Company's Board of Directors for any reason, such
Independent Director shall be replaced with a person designated by the remaining
Independent Director. Any person replacing an Independent Director in the manner
described above shall thereafter be an Independent Director. Each of the
Purchasers and Jimirro shall, and

<PAGE>   15


Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 15



shall cause their respective affiliates and associates to, take all actions
(including voting or providing a written consent with respect to, or causing
such a vote or consent to be provided with respect to, all stock beneficially
owned by all such persons) to effect, throughout the period referenced above,
the terms and intent of this SECTION 12.

          (d) Failure to Prosecute Tender Offer. The Documentation will provide
that, notwithstanding anything in this SECTION 12 to the contrary, if the tender
offer contemplated by SECTION 1(e) hereof is not prosecuted in breach of this
Letter Agreement or the Documentation, as applicable, then (i) the Purchasers
shall resign from membership on the Company's Board of Directors (if currently
serving in such capacity) and (ii) the parties hereto shall use their reasonable
best efforts to cause all members of the Company's Board of Directors who are
(A) designated by either or both of the Purchasers, (B) affiliates or associates
of either of the Purchasers or (C) otherwise Purchaser Related Persons, to
resign from membership on the Company's Board of Directors, in each case with
their successors to be designated by the Independent Directors.

          (e) Failure to Close. In the event that the Closing is not consummated
for any reason other than the Purchasers' material breach of this Letter
Agreement or, if applicable, the Documentation, the parties agree that for so
long as the Purchasers beneficially own at least fifteen percent (15%) of the
Company Common Stock, the Purchasers shall be entitled to nominate one (1)
director to the Company's Board of Directors at each election thereof and the
parties shall use their respective reasonable best efforts to cause such nominee
to be elected.

     13. "Standstill" Commitments. Each Purchaser agrees that until the earlier
of (a) the Closing Date or (b) the termination of this Letter Agreement pursuant
to SECTION 11(b) hereof, other than with respect to the Transactions, without
the prior written consent of the Company, such Purchaser will not, directly or
indirectly: (i) acquire, offer to acquire, or agree to acquire, by purchase or
otherwise, any voting securities or direct or indirect rights or options to
acquire any voting securities of the Company; (ii) except at the specific
written request of the Company, propose to enter into any merger or business
combination involving the Company or to purchase a material portion of the
assets of the Company; (iii) make, or in any way participate, in any
"solicitation" of "proxies" to vote (as such terms are used in the proxy rules
of the 1934 Act) or seek to advise or influence any person with respect to the
voting of, any voting securities of the Company; (iv) form, join or in any way
participate in a "group" (within the meaning of Section 13(d)(3) of the 1934
Act) with respect to any voting securities of the Company; (v) otherwise act,
alone or in concert with others, to seek to control or influence the management,
Board of Directors or policies of the Company (other than in Laikin's fiduciary
capacity as a director of the Company); (vi) publicly announce or refer to any
proposal for an extraordinary corporate transaction involving the Company, or
take any action for the purpose of requiring the Company to make a public
announcement regarding the possibility of any such extraordinary corporate
transaction; (vii) disclose any intention, plan or arrangement inconsistent with
the foregoing or advise, assist or encourage any other persons in connection
with the foregoing, or request that the Company amend or waive any of the terms
of this SECTION 13; (viii) sell or transfer more than ten percent (10%) of the
total outstanding voting securities of the Company to any person, entity or


<PAGE>   16

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 16


"group" (within the meaning of Section 13(d)(3) of the 1934 Act)), or sell or
transfer any such voting securities to any such person, entity or group who or
which, after the consummation of such sale or transfer, would beneficially own
more than fourteen and nine-tenths percent (14.9%) of the total outstanding
voting securities of the Company; or (ix) permit any of his or her affiliates or
associates, to do any of the foregoing.

     14. Lock-Up; Voting Agreement.

          (a) Post-Termination "Standstill" Commitments. Each of the Purchasers
agrees that in the event (i) the Closing does not occur by August 31, 2001 or
(ii) this Letter Agreement is terminated, in either case due to the Purchasers'
determination not to proceed with the Transactions following their due diligence
review of the Company or for any other reason (other than the Company's or
Jimirro's material breach of this Letter Agreement or, if applicable, the
Documentation), that, for a period of ten (10) years from the date hereof,
without the prior written consent of the Company, such Purchaser shall not,
except as provided in SECTION 14(c) hereof, directly or indirectly: (i) acquire,
offer to acquire, or agree to acquire, by purchase or otherwise, any voting
securities or direct or indirect rights or options to acquire any voting
securities of the Company; (ii) except at the specific written request of the
Company, propose to enter into any merger or business combination involving the
Company or to purchase a material portion of the assets of the Company; (iii)
make, or in any way participate, in any "solicitation" of "proxies" to vote (as
such terms are used in the proxy rules of the 1934 Act), or seek to advise or
influence any person with respect to the voting of, any voting securities of the
Company; (iv) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the 1934 Act) with respect to any voting
securities of the Company; (v) otherwise act, alone or in concert with others,
to seek to control or influence the management, Board of Directors or policies
of the Company (other than in Laikin's fiduciary capacity as a director of the
Company); (vi) publicly announce or refer to any proposal for an extraordinary
corporate transaction involving the Company, or take any action for the purpose
of requiring the Company to make a public announcement regarding the possibility
of any such extraordinary corporate transaction; (vii) disclose any intention,
plan or arrangement inconsistent with the foregoing or advise, assist or
encourage any other persons in connection with the foregoing, or request that
the Company amend or waive any of the terms of this SECTION 14; (viii) sell more
than ten percent (10%) of the total outstanding voting securities of the Company
to any person, entity or "group" (within the meaning of Section 13(d)(3) of the
1934 Act), or sell or transfer any such voting securities to any such person,
entity or group who or which, after the consummation of such sale or transfer,
would beneficially own more than fourteen and nine-tenths percent (14.9%) of the
total outstanding voting securities of the Company; or (ix) permit any of his or
her affiliates or associates to do the foregoing.

          (b) Post-Termination Voting Agreement. During the ten-year period
described in SECTION 14(a) above, each of the Purchasers shall, and shall cause
their respective affiliates and associates to, vote (or to provide written
consents with respect to) all stock beneficially owned by all such persons in
the manner recommended by the Company's Board of Directors on all matters
submitted to the Company's shareholders for consideration, vote or consent,
whether by

<PAGE>   17


Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 17


the Board or otherwise, and whether such consideration occurs at a meeting of
the Company's shareholders or by written consent.

          (c) Exceptions Involving Certain Events. The provisions of SECTION
14(a) above notwithstanding, if, during the ten-year period described therein,
any third party not affiliated or associated (as defined in Rule 405 under the
1933 Act) with either of the Purchasers communicates to the Company a bona fide
written offer proposing a tender or exchange offer for all of the equity
securities of the Company or a merger, consolidation, business combination or
similar transaction involving all of the equity securities of the Company or all
or substantially all of its assets (any such offer, an "ACQUISITION PROPOSAL"),
then either Purchaser shall also be permitted to communicate to the Company his
offer to enter into a transaction of comparable type with the Company without
the prior written consent of the Company, provided that such Purchaser's offer
contains financial and other terms that such Purchaser reasonably believes are
comparable or superior to those contained in such third-party Acquisition
Proposal. Furthermore, if the Board of Directors of the Company, over the
dissent of the members of the Board (if any) affiliated or associated with
either of the Purchasers, declines to participate in an Acquisition Proposal
which (i) provides for consideration to the Company's shareholders of an amount
in excess of $15 per share of Company Common Stock and (ii) in the good faith
judgment of the Company's Board of Directors (based upon the advice of a
financial advisor of nationally recognized standing) is reasonably capable of
being financed and consummated, then the limitations imposed by this SECTION 14
shall immediately terminate and be of no further effect.

          (d) Acquisition Proposals. If the Closing does not occur for any
reason, the Company shall use its reasonable best efforts to solicit one or more
Acquisition Proposals intended to maximize shareholder value; provided, however,
that it is expressly understood and agreed that nothing contained in this
SECTION 14(d) shall obligate the Company's Board of Directors to approve any
such Acquisition Proposal.

     15. Access to Information; Treatment of Information as Confidential.

          (a) Inspection and Access to Information. From and after the date of
execution of this Letter Agreement by the parties hereto and prior to the
Closing or earlier termination of this Letter Agreement pursuant to SECTION
11(b) hereof, upon reasonable notice, the Company and Jimirro shall permit
access to, and shall make available to the Purchasers and their representatives
for inspection and review during normal business hours, the properties, books,
records, accounts, and documents of or relating to the Company, and the Company
shall make available its officers and employees to discuss with the Purchasers
and their representatives the business and affairs of the Company. Batchelder
Partners, Inc. shall coordinate the access described in the immediately
preceding sentence and a representative of the Company designated by the
Company's CEO and/or Batchelder Partners, Inc. shall accompany the Purchasers
and their representatives at all times during such access.

          (b) Confidential Treatment. To the extent that any information
provided to the Purchasers or their representatives (including any previously
provided information) is

<PAGE>   18

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 18


confidential, non-public information of the Company or Jimirro, the Purchasers
will use such information only for the purposes of consummating the Transactions
on the terms set forth in this Letter Agreement and not disclose any such
information to any third party, without the prior written consent of the
Company, other than (i) to those affiliates, employees, agents and advisors,
including, without limitation, attorneys, accountants, consultants, investment
bankers and financial advisors, who need to know such information in order to
complete the Transactions, and (ii) as required by law or governmental or
judicial proceeding or arbitration. For the purposes of this Letter Agreement,
information will not be considered confidential or non-public if it (i) is or
becomes available to the public other than as a result of disclosure by the
Purchasers or their representatives, (ii) was available to the Purchasers or
their representatives on a non-confidential basis prior to receipt from the
Company or Jimirro, or (iii) becomes available on a non-confidential basis from
a source other than Jimirro, the Company or their respective representatives.

     16. Public Disclosure. The parties will cooperate in good faith to jointly
prepare and issue a press release upon the execution of this Letter Agreement.

     17. Waiver. At any time prior to the Closing Date, the parties hereto may
(a) extend the time for the performance of any of the obligations or other acts
of the other parties hereto, (b) waive any inaccuracies in the representations
and warranties contained herein or in any document delivered pursuant hereto,
and (c) waive compliance with any of the agreements or conditions contained
herein. Any agreement on the part of a party hereto to any such extension or
waiver shall be valid if set forth in an instrument in writing signed on behalf
of such party.

     18. Alternate Structure. Notwithstanding anything to the contrary herein,
the parties may by mutual consent, elect, in lieu of the Transactions
contemplated herein, to restructure the Transactions as they mutually deem
appropriate. In such event, the parties agree to execute an appropriate
amendment to this Letter Agreement in order to reflect the foregoing changes.

     19. Expenses. Whether or not the Transactions are consummated, each of the
parties hereto shall each pay their own respective legal, accounting, advisory
and other fees, and other out-of-pocket expenses incurred in connection with the
transactions contemplated hereby and will not look to any other party for any
contribution toward such expenses; provided, however, that (a) all such fees and
expenses incurred by Jimirro shall be paid by the Company, and (b) if the
Transactions are consummated, all such fees and expenses of the Purchasers shall
also be paid by the Company.

     20. Effect of Agreement. By signing in the space indicated below, each of
the parties hereto acknowledges its acceptance of this Letter Agreement and
confirms its binding nature. This Letter Agreement is binding on each of the
parties hereto and is for the benefit of each of the parties hereto, each
Releasee and each shareholder of the Company (each of whom is an intended third
party beneficiary of this Letter Agreement). Except as specified herein, nothing
in this Letter Agreement is intended to confer upon any other person any rights
or remedies of any nature whatsoever under or by reason of this Letter
Agreement. The failure (with or without intent) of any party hereto to insist
upon the performance by any other party hereto of any

<PAGE>   19

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 19


provision of this Letter Agreement shall not be deemed to constitute a
modification of any of the provisions hereof, or a waiver of the right to insist
at any time thereafter upon performance in accordance with the provisions of
this Letter Agreement.

     21. Notices. All notices, requests, claims, demands and other
communications under this Letter Agreement shall be in writing and shall be
deemed given if delivered personally or sent by overnight courier (providing
proof of delivery) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

     If to Purchaser:                   Mr. Daniel S. Laikin
                                        25 West 9th Street
                                        Indianapolis, Indiana 46204

                                        Mr. Paul Skjodt
                                        9920 Towne Road
                                        Carmel, Indiana 46032

      with a copy to:                   John C. Kirkland, Esq.
                                        Greenberg Traurig, LLP
                                        2450 Colorado Avenue, Suite 400E
                                        Santa Monica, California 90404

   If to the Company:                   Mr. James Jimirro
                                        J2 Communications
                                        10850 Wilshire Boulevard, Suite 1000
                                        Los Angeles, California 90024

      with copies to:                   Paul Tosetti, Esq.
                                        Latham & Watkins
                                        633 West Fifth Street, Suite 4000
                                        Los Angeles, California 90071

                                        Bruce P. Vann, Esq.
                                        Kelly Lytton & Vann LLP
                                        1900 Avenue of the Stars, Suite 1450
                                        Los Angeles, California 90067

       If to Jimirro:                   Mr. James Jimirro
                                        J2 Communications
                                        10850 Wilshire Boulevard, Suite 1000
                                        Los Angeles, California 90024

      with a copy to:                   Bruce D. Meyer, Esq.
                                        Gibson, Dunn & Crutcher LLP
                                        333 South Grand Avenue
                                        Los Angeles, California 90071



<PAGE>   20

Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 20



     22. Definitions. For purposes of this Letter Agreement:


          (a) the words "AFFILIATE" and "ASSOCIATE" shall have the respective
meanings assigned those terms in Rule 405 under the 1933 Act;

          (b) the word "PERSON" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
other entity; and

          (c) a "SUBSIDIARY" of any person means another person, an amount of
the voting securities, other voting ownership or voting partnership interests of
which is sufficient to elect at least a majority of its Board of Directors or
other governing body (or, if there are no such voting interests, more than fifty
(50%) of the equity interests of which) is owned directly or indirectly by such
first person.

     23. Amendments. This Letter Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a written agreement
executed by all of the parties hereto.

     24. Descriptive Headings. The descriptive headings used herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Letter Agreement.

     25. Severability. Whenever possible, each provision or portion of any
provision of this Letter Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of any
provision of this Letter 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 will not affect
any other provision or portion of any provision in such jurisdiction, and this
Letter Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any
provision had never been herein.

     26. United States Securities Laws. Each of the parties acknowledges that
such party is (a) aware that the United States securities laws prohibit any
person who has material nonpublic information about a company from purchasing or
selling securities of such company, or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities and (b) familiar with
the 1934 Act and the rules and regulations promulgated thereunder, and agree
that they will neither use, nor cause any third party to use, any information of
the Company in contravention of such 1934 Act, including Rules 10b-5 and 14e-3.

     27. Governing Law; Entire Agreement; Counterparts. This Letter Agreement
shall be governed by, and construed in accordance with, the internal law of the
State of California, without regard to conflicts of laws. This Letter Agreement
and the documents referred to herein or contemplated hereby constitute the
entire agreement among the parties with respect to the Transactions and related
matters and supersede any prior negotiations, understandings or

<PAGE>   21


Mr. Daniel S. Laikin
Mr. Paul Skjodt
March 5, 2001
Page 21



agreements with respect thereto. This Letter Agreement may be executed in
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.

     If the foregoing is acceptable to you, please so indicate by executing a
counterpart of this Letter Agreement below and returning it to the Company.



                                          Sincerely,

                                          J2 COMMUNICATIONS



                                          By: /s/ James P. Jimirro
                                              ------------------------------
                                          Name: James P. Jimirro
                                          Title: President



                                          By: /s/ Christopher M. Trunkey
                                              ------------------------------
                                          Name: Christopher M. Trunkey
                                          Title: VP/CFO



THE FOREGOING IS ACCEPTED
AND AGREED TO AS OF THE FIRST
DATE SET FORTH ABOVE:



/s/ James P. Jimirro
--------------------------
JAMES P. JIMIRRO



/s/ Daniel S. Laikin
--------------------------
DANIEL S. LAIKIN



/s/ Paul Skjodt
---------------------------
PAUL SKJODT





<PAGE>   22




                                    EXHIBIT A
                              CONSULTING AGREEMENT
                            BETWEEN J2 COMMUNICATIONS
                                       AND
                                JAMES P. JIMIRRO


     This CONSULTING AGREEMENT dated as of _________, 2001 (the "AGREEMENT"), is
by and between J2 COMMUNICATIONS, a California corporation (the "COMPANY"), and
JAMES P. JIMIRRO ("CONSULTANT"). The execution and delivery of this Agreement is
hereby acknowledged and consented to by each of Daniel S. Laikin and Paul Skjodt
(referred to collectively herein as the "PURCHASERS").

                                    RECITALS
                                    --------

     WHEREAS, Consultant and the Company are parties to a Restated Employment
Agreement dated as of July 1, 1999 (the "1999 EMPLOYMENT AGREEMENT"), pursuant
to which Consultant has been serving as President and Chief Executive Officer of
the Company;

     WHEREAS, in accordance with the terms of that certain Letter Agreement,
dated as of the date hereof (the "LETTER AGREEMENT") by and among the
Purchasers, Consultant and the Company, the Purchasers have agreed (among other
things) to buy from Consultant, and Consultant has agreed to sell to the
Purchasers, all of the shares of common stock of the Company and all vested
options to purchase common stock of the Company currently held by Consultant;

     WHEREAS, pursuant to the Letter Agreement and concurrently with the Closing
(as defined in the Letter Agreement), Consultant and the Company have agreed to
terminate the 1999 Employment Agreement, and, in order to provide for the
continued availability of Consultant, to enter into this Agreement;

     WHEREAS, this Agreement shall be effective only upon, and simultaneously
with, the Closing of the Transactions contemplated by the Letter Agreement;

                                    AGREEMENT
                                    ---------

     NOW, THEREFORE, conditional upon the Closing and in consideration of the
foregoing and the mutual covenants herein contained, the parties hereto agree to
terminate the 1999 Employment Agreement and further agree to enter into a
Consulting Agreement as follows:

1.   RETENTION AS CONSULTANT

     (a) Consultant shall be available to provide the Company, if requested,
with consulting and advising services as shall from time to time be reasonably
and specifically requested of him by the Board of Directors or the Company's
Chief Executive Officer (collectively, the "BOARD"); provided, however, that
Consultant shall not be obligated to exercise any policy making functions on
behalf of the Company. The consulting and advisory services

<PAGE>   23



rendered by Consultant hereunder shall include: (i) consulting advice regarding
the business, management and administration of the Company; and (ii) an
undertaking by Consultant to remain reasonably informed (such specific services
referred to herein as the "EDUCATIONAL DUTIES") of current conditions in the
entertainment industry in order to effectively provide consulting advice;
provided, however, the services described in clauses (i) and (ii) herein shall
not exceed (in the aggregate) twenty (20) hours in any given month or one
hundred fifty (150) hours per year. In connection with carrying out his
Educational Duties, Consultant shall receive a credit towards the foregoing
maximum hours requirements of up to ten (10) hours per month and up to
seventy-five (75) hours per year. Consultant shall report solely to the Board
and shall be subject to direction solely from the Board in the performance of
his duties hereunder. For purposes of this Agreement, unless the context
otherwise requires, references to the business of the "COMPANY" shall include
all subsidiaries of the Company and any successor corporation or corporations
which may be the eventual successor to the present future business and/or assets
of the Company.

     (b) All consulting services to be provided by Consultant hereunder shall be
provided either by telephone or in person at the Company's current offices in
Los Angeles, California (or at such other offices within a ten (10) mile radius
outside of the Company's current offices). In each case, the services shall be
provided upon reasonable prior notice to Consultant by the Company, and at such
times as may reasonably be requested by the Company and as may be mutually
convenient to Consultant and the Company (unless Consultant is scheduled to be
unavailable due to a prior conflict, in which case Consultant shall make
reasonable efforts to provide the requested services at a later time). The
Company acknowledges that Consultant may be out of the country for periods of
long duration, and in all such events the Company's obligations to make the
payments and provide the benefits contemplated by SECTIONS 2, 3 AND 5 hereunder
shall remain in full force and effect, subject to the termination provisions of
SECTION 4; provided, however, that Consultant will use reasonable efforts to be
reasonably available by telephone and facsimile during such periods.

2.   COMPENSATION. The Company shall provide to Consultant and pay the following
     forms of compensation:

     (a)  Base Compensation.

          (i) On the Closing Date the Company shall make an initial payment to
the Consultant in the amount of two hundred fifty thousand dollars ($250,000).

          (ii) In addition to the payments to be made pursuant to clauses (i)
and (iii) of this SECTION 2(a), during the Consulting Term, the Company shall
pay to Consultant an amount of compensation consisting of equal twice-monthly
payments of $___________ [the aggregate of which payments have a net present
value of seven hundred and fifty thousand dollars ($750,000) on the Closing
Date, determined using a discount factor of seven percent (7%) per annum) in
accordance with the Payment Schedule Examples attached hereto as Appendix 1] (in
the aggregate, the "CONSULTING COMPENSATION") for the services to be rendered by
Consultant hereunder.




                                       2
<PAGE>   24

          (iii) In addition to the payments to be made pursuant to clauses (i)
and (ii) of this SECTION 2(a) and in consideration of Consultant's covenant not
to compete set forth in Section 9 hereof, during the Consulting Term, the
Company shall pay to Consultant an amount of compensation consisting of equal
twice-monthly payments of $___________ [the aggregate of which payments have a
net present value of two million two hundred fifty dollars ($2,250,000) on the
Closing Date, determined using a discount factor of seven percent (7%) per
annum) in accordance with the Payment Schedule Examples attached hereto as
Appendix 1] (in the aggregate, the "NONCOMPETITION COMPENSATION," and,
collectively with the Consulting Compensation, the "BASE COMPENSATION"). The
Base Compensation shall not be subject to any reduction without the Consultant's
prior written consent.

          (iv) The Company, in its sole discretion, may at any time terminate
the Security Agreement (as hereinafter defined) and its obligation to pay Base
Compensation pursuant to SECTIONS 2(a)(ii) AND 2(a)(iii) above by paying
Consultant an amount equal to the remaining payments of Base Compensation less a
discount factor of seven percent (7%) per annum (i.e. payment of the remaining
Base but not the Discount in accordance with Appendix 1); provided, however,
that nothing in this sentence shall relieve the Company from its obligations to
provide the other benefits to be provided to the Consultant under this
Agreement.

     (b) Stock Options. The Board has authorized the grant to Consultant, and
Consultant is concurrently with the execution of this Agreement hereby granted,
the following number of options to purchase Common Stock with the vesting
periods indicated:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
Number of Options                       Vesting Schedule
-------------------------------------------------------------------------------------------------------------
<S>                                     <C>
50,000                                  Immediately upon the Closing
50,000                                  In full on the date which is one (1) year after the date of execution
                                        of this Agreement
50,000                                  In full on the date which is two (2) years after the date of execution
                                        of this Agreement
50,000                                  In full on the date which is three (3) years after the date of
                                        execution of this Agreement
50,000                                  In full on the date which is four (4) years after the date of execution
                                        of this Agreement
[Pro rata portion of 50,000 (based on   In full on the date which is five (5) years after the date of execution
a fraction, the numerator of which is   of this Agreement
the number of months remaining from
[month and day of execution], 2006
through July 1, 2006 and the
denominator of which is 12)]

-----------------------------------------------------------------------------------------------------------------
</TABLE>

None of the foregoing options shall vest if the Closing shall not occur, and if
the Closing shall not have occurred by the 0outside date specified in the Letter
Agreement as it may be amended


                                       3
<PAGE>   25


from time to time by a written agreement executed by the parties thereto, all
such options shall become void and of no further effect.

All options will be granted on the following terms and conditions:

          (i) The exercise price of each option shall be equal to (A) if the
Common Stock is traded on the NASDAQ Automated Quotation System, the average of
the high and low bid and asked price for one share of Common Stock during the
five (5) business days preceding the date of grant as reported by such system or
exchange, as reported on the NASDAQ Automated Quotation System; (B) if
transactions in the Common Stock are reported on the NASDAQ National Market
System or the Common Stock is listed on any national stock exchange, the average
closing price for one share of Common Stock during the five (5) business days
preceding the date of grant, as reported on such system or by such exchange; or
(C) if neither (A) nor (B) is applicable, then the fair market value ("FAIR
MARKET VALUE") of one share of the Common Stock, as determined by the Board and
computed in a manner consistent with contemporaneous valuations for other
purposes, which manner the Board in good faith believes will reflect the fair
market value on the date of such determination.

          (ii) All stock options granted to Consultant pursuant to this SECTION
2(b): (A) shall be exercisable from time to time after the same become vested;
(B) shall expire to the extent not exercised prior to the close of business on
the day ten (10) years from the date of grant; (C) may be exercised as to the
whole or any part, by notice to the Company, stating the number of shares with
respect to which the option is being exercised and specifying a date, not less
than ten (10) nor more than twenty (20) days after the date of such notice, as
the date on which the stock will be taken up and payment, if any, made therefor
at the principal office of the Company; (D) shall be governed by agreements
substantially in the form of the agreements which are Exhibits to the Company's
1999 Amended and Restated Stock Option, Deferred Stock and Restricted Stock Plan
(the "1999 PLAN"), or as otherwise agreed upon by the parties; (E) shall be
subject to all other terms identical to those contained in the 1999 Plan; and
(F) notwithstanding anything herein to the contrary, shall be governed by the
provisions of SECTION 5 hereof. All options granted to Consultant hereunder
shall satisfy the conditions of Rule 16b-3 of the Securities and Exchange
Commission.

          (iii) All shares of Common Stock issuable upon exercise of Options
granted to Consultant hereunder shall be registered on Form S-8 (or any
successor form). To the extent that Consultant holds unregistered shares of
Common Stock issued upon the exercise of Options granted hereto at any time on
or after the date of execution of this Agreement, Consultant shall be entitled
to the same registration rights granted to the Purchasers under the Letter
Agreement.

     (c)  Other Benefits.

          (i) During the Consulting Term, the Company shall continue to provide
Consultant with benefits substantially equivalent to those currently enjoyed by
him under any of the Company's life insurance, medical, health and accident, or
disability plans or policies in which he is presently participating and the
Company shall not take any action which would directly or indirectly materially
reduce any of such benefits or deprive Consultant of any material fringe benefit
presently enjoyed by him immediately prior to the date of this Agreement. In


                                       4
<PAGE>   26

particular, upon the effectiveness of this Agreement, the Company shall pay the
premiums for Consultant to receive COBRA coverage (thereby providing benefits
identical to those he currently receives under the Company's existing Blue Cross
Small Group Services Plan (hereinafter, the "EXISTING PLAN")). Following
termination of the applicable period during which COBRA coverage is available to
Consultant and for the remainder of the Consulting Term, the Company shall
purchase and pay premiums for Consultant to receive benefits under a Blue Cross
"Individual Plan" that provides benefits that are identical to the Existing Plan
if available for under $2,000 per month. If such plan is not available for under
$2,000 per month, Company shall provide Consultant with notice and an
opportunity to personally pay any excess over $2,000, and if Consultant declines
to pay such excess, Company shall provide an alternate plan that provides
substantially equivalent benefits as a Blue Cross "Individual Plan". No such
alternate plan shall exclude or limit coverage for pre-existing conditions of
the insured if such exclusion or limitation would be greater than that
applicable under the Existing Plan had the Consultant continued to be insured
thereunder. At its discretion, the Board may grant to Consultant benefits under
the Company's existing employee benefit plans in addition to those presently
enjoyed by Consultant or specified herein, based upon Consultant's contributions
to the success of the Company.

          (ii) The Company shall pay all insurance, maintenance, license,
registration and operational expenses for Consultant's presently-owned vehicle
during the Consulting Term. In addition, at one time during the Consulting Term
(such time to be chosen by Consultant at his discretion), the Company shall
provide Consultant with a replacement company car which is either a new Jaguar
XK8, or if a new Jaguar XK8 is not available, a new luxury class automobile
comparable to a new Jaguar XK8; and the Company shall pay all insurance,
maintenance, license, registration and operational expenses for such new vehicle
during the Consulting Term.

          (iii) Notwithstanding any other provision of this Agreement, if there
is a continued failure by Consultant to substantially perform the Consulting
Obligations in good faith (other than any such failure resulting from his death
or incapacity due to physical or mental illness), after a demand for substantial
performance is delivered to him by the Board which reasonably identifies the
manner in which the Board believes that Consultant has not substantially
performed his duties in good faith, and the Consultant has not cured such
failure within twenty (20) days of such demand, the Company may cease to provide
the benefits provided for in this Section 2(c).

     (d) Security Interest. The Company hereby grants Consultant a security
interest as provided in the Security Agreement between the Company and
Consultant (the "SECURITY AGREEMENT") to be executed concurrently herewith.

3.   EXPENSES. Consultant shall be reimbursed by the Company for out-of-pocket
expenses reasonably incurred in performance of the Consulting Obligations upon
presenting vouchers evidencing such expenses; provided, that Consultant must
obtain prior written approval from the Company's President in order to be
reimbursed for out-of-pocket expenses in excess of one hundred dollars ($100)
per month (other than mail, courier, telephone and facsimile charges).

4.   CONSULTING TERM.



                                       5
<PAGE>   27


     (a) Term. This Agreement shall be in effect from the date hereof through
July 1, 2006 (the "CONSULTING TERM"). However, Consultant's obligation to
provide the consulting services set forth in SECTION 1 hereof (the "CONSULTING
OBLIGATIONS") may terminate prior to the end of the Consulting Term on the
occurrence of the events specified in this SECTION 4. Notwithstanding the
termination of either the Consulting Term or the Consulting Obligations hereof,
the provisions of this Agreement which are intended by their terms to survive
such termination shall so survive. Further, any early termination of the
Consulting Term or the Consulting Obligations shall be subject to delay if a
Notice of Dispute is delivered in accordance with SECTION 4(g).

     (b) Death. The Consulting Obligations shall be terminated automatically
upon the death of Consultant, however, all other provisions of this Agreement
(including but not limited to the obligations of the Company to make the
payments and provide the benefits as provided by SECTION 5 hereof) shall survive
such event.

     (c) Disability. The Consulting Obligations shall be suspended upon the
disability of Consultant, however, all other provisions of this Agreement
(including but not limited to the obligations of the Company to make the
payments and provide the benefits as provided by SECTION 5 hereof) shall
continue during such event. For purposes of this Agreement, a disability shall
be deemed to have occurred if a licensed physician selected by the Company and
approved by Consultant (or his closest relative if Consultant is unable to act),
which approval shall not be unreasonably withheld, makes a medical determination
of physical or medical disability or incapacity of Consultant.

     (d) Cause. The Consulting Term and the Consulting Obligations (and
corresponding obligations to make payments and provide benefits over such term)
may be terminated by the Company at any time during its term for "CAUSE" which
shall mean: (i) the willful engaging by Consultant in conduct which is
demonstrably and materially injurious to the Company, if such conduct does not
cease as soon as practicable after the date the Board delivers written notice to
Consultant which reasonably identifies the conduct which the Board believes to
be injurious so that Consultant may know with reasonable specificity the conduct
that is to cease; (ii) a continued failure by Consultant to substantially
perform the Consulting Obligations in good faith (other than any such failure
resulting from his death or incapacity due to physical or mental illness), after
a demand for substantial performance is delivered to him by the Board which
reasonably identifies the manner in which the Board believes that Consultant has
not substantially performed his duties in good faith, and the Consultant has not
cured such failure within twenty (20) days of such demand; provided, that in the
event of any such alleged failure Company shall have obtained appropriate relief
only from a court of law; or (iii) Consultant's conviction for any act
constituting a felony under the laws of any state or of the United States (but
only if the court appeals process has been exhausted and such conviction has not
been set aside or overturned).

     (e) Termination by Consultant. The Consulting Obligations may be terminated
at Consultant's option, upon any of the "CONSULTANT TERMINATION EVENTS" listed
below by delivery to the Company of a Notice of Termination; however, all other
provisions of this Agreement (including but not limited to the obligations of
the Company to make the payments and provide the benefits required by SECTIONS
2, 3 AND 5 hereof) shall survive such event. Consultant's right


                                       6
<PAGE>   28


to terminate the Consulting Obligations under this SECTION 4(e) shall be in
addition to all rights to damages or other remedies to which Consultant may be
entitled by law. The term "CONSULTANT TERMINATION EVENTS" shall mean the
occurrence of any one or more of the following:

          (i) a material breach of this Agreement or the Security Agreement by
the Company (including any failure by the Company to, in a timely manner, make
the payments and provide the benefits required by SECTIONS 2, 3 AND 5 hereof)
which remains uncured after the lapse of twenty (20) days following the date
Consultant has given written notice to the Company thereof; or

          (ii) (a) the entry of a decree or order for relief relating to the
Company in an involuntary case of bankruptcy or the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar officer of the
Company or ordering the winding up, dissolution or liquidation of the Company's
affairs, or other adjudication or finding that the Company is bankrupt or
insolvent; or (b) the commencement by the Company of a voluntary case under
bankruptcy law, or consent to the entry of an order for relief in an involuntary
case under any such law, or consent to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
officer of the Company or cessation to carry on the whole or substantially the
whole of its business, or making of any general assignment for the benefit of
creditors, or taking of any corporate action in furtherance of any such action.

          Any purported termination of the Consulting Obligations by Consultant
pursuant to this SECTION 4(e) shall be made by giving a Notice of Termination
within six (6) months of the event giving rise to the right to terminate. The
failure of Consultant to give a Notice of Termination within such period shall
not be construed to prevent the giving of Notice of Termination upon the next
occurrence of any event set forth in clauses (i) and (ii) of this SECTION 4(e).
Consultant's right to terminate his Consulting Obligations pursuant to this
SECTION 4(e) shall not be affected by his incapacity due to physical or mental
illness.

     (f) Notice of Termination. "NOTICE OF TERMINATION" shall be a written
notice terminating either the Consulting Obligations and/or the Consulting Term
hereunder, which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated.

     (g) Notice of Dispute. Within fifteen (15) days after Notice of Termination
is given, the party receiving such Notice of Termination may notify the other
party that a dispute exists concerning the termination ("NOTICE OF DISPUTE"),
and the Consulting Termination Date shall be the date on which the dispute is
finally resolved, either by mutual written agreement of the parties, by a
binding arbitration award, or by a judgment, order or decree of a court of
competent jurisdiction; provided, however, that the Consulting Termination Date
shall be extended by a Notice of Dispute only if the party delivering such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of a Notice of Dispute, the Company will continue
to pay Consultant his full compensation in effect when the notice giving rise to
the dispute was given and continue him as a participant in all compensation,
benefit and insurance plans in which he was participating when the notice giving
rise to the dispute was given, until the dispute is finally resolved.



                                       7
<PAGE>   29


     (h) Consulting Termination Date. Subject to SECTION 4(g), "CONSULTING
TERMINATION DATE" means (i) if the Consulting Obligations hereunder are
terminated upon the death of Consultant, the date of such death; (ii) if the
Consulting Obligations and the Consulting Term are terminated pursuant to
SECTION 4(d), the date that is fifteen (15) days after the date of the related
Notice of Termination if no Notice of Dispute is given with respect thereto
within such fifteen (15) day period or such later date as is provided in Section
4(g) if such a Notice of Dispute is given within such fifteen (15) day period;
or (iii) if the Consulting Obligations hereunder are terminated pursuant to
SECTION 4(e), the date that is fifteen (15) days after the date of the related
Notice of Termination if no Notice of Dispute is given with respect thereto
within such fifteen (15) day period or such later date as is provided in Section
4(g) if such a Notice of Dispute is given within such fifteen (15) day period.

5. COMPENSATION AND BENEFITS UPON TERMINATION OF CONSULTING OBLIGATIONS. In
addition to any benefits mandated by law, upon termination of the Consulting
Obligations and/or termination of the Consulting Term hereunder for any of the
reasons set forth below, Consultant shall be entitled to the compensation and
benefits described below. Upon payment of such amounts, the Company shall have
no further liability or obligation hereunder to Consultant to pay the
compensation or provide the benefits specified in SECTIONS 2 AND 3 hereof, or to
his executors or administrators, his heirs or assigns or any other person
claiming under or through him therefor.

     (a) Death. Notwithstanding the death of Consultant, the Company shall
continue to pay and to provide to the estate of Consultant (or to his heirs or
beneficiaries, as applicable) the payments of Base Compensation (in equal
monthly installments) which would otherwise be payable pursuant to SECTION 2(a)
hereof for the period remaining through July 1, 2006; provided, that upon
Consultant's death, all Options granted pursuant to SECTION 2(b) shall vest
immediately (to the extent unvested) and shall remain exercisable for a period
which ends on the date that is twelve (12) months after the Consulting
Termination Date;

     (b) Disability. Notwithstanding the occurrence of an event constituting
Consultant's disability pursuant to SECTION 4(c), the Company shall continue to
pay and provide to the Consultant: (i) the payments of Base Compensation (in
equal monthly installments) which would otherwise be payable pursuant to SECTION
2(a) hereof for the period remaining through July 1, 2006; and (ii) all other
benefits to which Consultant is entitled pursuant to SECTIONS 2 AND 3 hereof for
the period remaining through July 1, 2006; provided, however, that all Options
granted to Consultant pursuant to SECTION 2(b) shall continue to vest (to the
extent unvested) and all Options that are then vested or that thereafter vest
shall remain exercisable notwithstanding such disability;

     (c) Cause. After the Company has made the following payments (as
applicable) to Consultant following a termination for Cause by the Company,
except as provided in SECTION 8(b) the Company shall have no further obligation
to make payments or provide benefits under this Agreement:

          (i) If the Consulting Term and Consulting Obligations shall be
terminated for Cause pursuant to either of SECTIONS 4(d)(i) OR 4(d)(iii), the
Company shall pay Consultant the


                                       8
<PAGE>   30


compensation which would otherwise be payable to Consultant pursuant to SECTION
2(a) up to the Consulting Termination Date, and all other benefits to which he
is entitled through the Consulting Termination Date at the rate in effect at the
time Notice of Termination is given; provided that all Options that are vested
on the Consulting Termination Date shall remain exercisable for a period which
ends on the date that is thirty (30) days after the Consulting Termination Date.

          (ii) If the Consulting Term and Consulting Obligations shall be
terminated for Cause pursuant to SECTION 4(d)(ii), the Company shall pay
Consultant the payments of Base Compensation (in equal monthly installments)
which would otherwise be payable pursuant to SECTION 2(a) hereof for the period
remaining through July 1, 2006 and all Options that are vested on the Consulting
Termination Date shall remain exercisable for a period which ends on the date
that is thirty (30) days after the Consulting Termination Date.

     (d) Termination by Consultant. If the Consulting Obligations hereunder are
(x) terminated by Consultant pursuant to SECTION 4(e), or (y) terminated by the
Company other than for Cause, then Consultant shall be entitled to the
compensation and benefits provided below:

          (i) the Company shall pay Consultant, not later than the fifth (5th)
day following the Consulting Termination Date, a lump sum accelerated payment in
cash equal to the present value of all unpaid Base Compensation payments
scheduled to be paid pursuant to SECTION 2(a) hereof for the period remaining
through July 1, 2006, using a discount factor of seven percent (7%) per annum;

          (ii) the Company shall pay to Consultant, not later than the fifteenth
(15th) day following the Consulting Termination Date, the Benefits Cash-Out
Amount (as defined in SECTION 5(f)); and

          (iii) all Options granted pursuant to SECTION 2(b) shall vest
immediately (to the extent unvested) and shall remain exercisable for the period
remaining through July 1, 2006. Additionally, for a period which is ninety (90)
days from the Consulting Termination Date, Consultant may require the Company,
and the Company shall thereafter be obligated to do either or both of the
following: (a) purchase all Options held by Consultant at a price equal to the
difference between the exercise price for such Options and the then Fair Market
Value of the shares underlying the Options; and (b) purchase all shares of
Common Stock held by Consultant issued upon exercise of the Options granted
pursuant to SECTION 2(b), at a price equal to the Fair Market Value thereof.

     (e) No Mitigation of Damages. Consultant shall not be required to mitigate
the amount of any payment provided for in SECTIONS 2 OR 3 OR IN THIS SECTION 5
by seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in SECTIONS 2 OR 3 OR IN THIS SECTION 5 be reduced by any
compensation earned by him as the result of employment by another employer or by
retirement benefits after the Consulting Termination Date. The Company shall not
be entitled to any rights to offset, mitigate or otherwise reduce the amounts
owing to Consultant by virtue of SECTIONS 2 OR 3 OR IN THIS SECTION 5 with
respect to any rights, claims or damages which the Company may have against
Consultant.




                                       9
<PAGE>   31

     (f) Benefits Cash-Out Amount. For purposes of this Agreement, the "BENEFITS
CASH-OUT AMOUNT" shall mean a lump sum accelerated payment in cash equal to the
present value (using a discount factor of seven percent (7%) per annum) of the
aggregate fair market value of all of the benefits required by SECTION 2(c) (to
the extent not already paid or otherwise provided to Consultant) to which
Consultant would have been entitled if he continued to be engaged as a
Consultant for the period remaining through July 1, 2006. In the event of a
dispute regarding the Benefits Cash-Out Amount, the value shall be conclusively
determined pursuant to the procedures set forth in SECTION 5(g) hereof. At
Consultant's election and in lieu of the Company's obligation to pay the
Benefits Cash-Out Amount, the Company shall provide Consultant with all of the
aforementioned benefits in kind and at the rate in effect at the Consulting
Termination Date, as if he were still engaged as Consultant for the Company
under this Agreement for the period remaining through July 1, 2006.

     (g) Valuation. The Company shall determine and pay the Benefits Cash-Out
Amount to Consultant as set forth in SECTION 5(f) and, concurrent with payment
of such amount the Company shall deliver to Consultant (or his estate or
beneficiaries, as the case may be) a statement in reasonable detail setting
forth the Company's determination of such Benefits Cash-Out Amount. If
Consultant (or his estate or beneficiaries, as the case may be) does not object
to such amount by notice to the Company within fifteen (15) days of payment
thereof, such valuation shall be binding upon the parties to this Agreement. If
Consultant (or his estate or beneficiaries, as the case may be) objects to such
amount by notice to the Company within fifteen (15) days of payment thereof, and
the Company and Consultant are unable to resolve such dispute within fifteen
(15) days of Consultant's notice of objection, the Benefits Cash-Out Amount
shall be determined (using the factors set forth in SECTION 5(f)) by an
independent public accounting firm of national reputation mutually agreeable to
the Company and Consultant (the "ACCOUNTANTS"). Unless the Company and
Consultant otherwise agree in writing, any determination required under this
SECTION 5(g) shall be made in writing by the Accountants, whose determination
shall be conclusive and binding upon Consultant and the Company for all
purposes. The Company and Consultant shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to
make a determination under this SECTION 5(g). If the Accountants determine that
the proper amount of the Benefits Cash-Out Amount is equal to or greater than
five percent (5%) more than the amount proposed by the Company, the Company
shall bear all costs incurred by the Accountants in connection with the
foregoing calculations. If the Accountants determine that the proper amount of
the Benefits Cash-Out Amount is less than five percent (5%) greater than that
proposed by the Company, Consultant and the Company shall equally bear all costs
incurred by the Accountants in connection with the foregoing calculations.

6.   SUCCESSORS. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.

7.   CONTINUED PAYMENTS. The Company shall have no right to withhold any of the
payments of Base Compensation or benefits due to Consultant hereunder for any
reason whatsoever, including but not limited to any alleged breach of this
Agreement by Consultant.


                                       10
<PAGE>   32



Consultant shall have no liability to the Company whatsoever for any breach or
alleged breach of his obligations hereunder or in respect of the services
provided or to be provided by the Consultant hereunder; provided, however, that
the foregoing will be without prejudice to the rights of the Company to
terminate the Consulting Obligations and the Consulting Term for Cause pursuant
to SECTION 4(d) hereof.

8.   INDEMNITY.

     (a) The Company and Consultant hereby acknowledge and agree that each has
heretofore executed and delivered a Restated Indemnity Agreement. The Restated
Indemnity Agreement shall survive and remain in full force and effect after the
execution of this Agreement, the effectiveness thereof and the expiration of
this Agreement.

     (b) In any suit, proceeding, action, cross-claim, counterclaim or
investigation ("ACTION") brought against Consultant or his heirs or estate
(individually or collectively, "INDEMNIFIED PARTIES") by any person or entity
(other than the Company, but including stockholders of the Company or any
governmental or regulatory agency), in connection with or as a result of either
Consultant's engagement as a consultant under this Agreement or the provision of
or failure to provide (or the alleged provision of or failure to provide)
consulting services hereunder, the Company will save, indemnify and keep the
Indemnified Parties harmless from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable attorneys' fees and
expenses), except to the extent that any such loss, claim, damage, liability or
expense is finally judicially determined to have resulted primarily from the
gross negligence or willful misconduct of Consultant in performing the services
that are the subject of this Agreement. In the event of an Action: (i) the
Indemnified Party shall promptly notify the Company thereof; (ii) the Company
shall submit the matter to counsel of its choice, reasonably acceptable to the
Indemnified Parties, and shall pay the reasonable fees and expenses of such
counsel; and (iii) the Indemnified Parties will cooperate in the defense of the
Action; provided, however, that Company shall not be obligated to pay for more
than one counsel (other than local counsel, if required) for all Indemnified
Parties in any single Action unless the Company chooses to defend such Action
with more than one firm or counsel. The reimbursement, indemnity and
contribution obligations of the Company under this SECTION 8(b) shall be in
addition to any liability which the Company may otherwise have, and shall
survive the end of the Consulting Term.




                                       11
<PAGE>   33


9.   COVENANT NOT TO COMPETE.

     Consultant agrees that, for the period through July 1, 2006, he will not,
without the prior consent of the Company, directly or indirectly, have an
interest in, be employed by, or be connected with, as an employee, consultant,
officer, director, partner, stockholder or joint venturer, in any person or
entity owning, managing, controlling, operating or otherwise participating or
assisting in the business of producing and distributing satirical, edgy, comedy
product(s) in the model traditionally utilized by the Company; provided,
however, that the foregoing shall not prevent Consultant from being a
stockholder of less than five percent (5%) of the issued and outstanding
securities of any class of a corporation listed on a national securities
exchange or designated as national market system securities on an interdealer
quotation system by the National Association of Securities Dealers, Inc.
Notwithstanding the foregoing, the provisions of this Section 9 shall only apply
if Consultant continues to receive payments of Noncompetition Compensation under
Section 2(a)(iii) hereof, or if Consultant has received all such payments on an
accelerated basis pursuant to Section 2(a)(iv) or Section 5(d) hereof.

10.  MISCELLANEOUS.

     (a) Severability. The provisions of this Agreement shall be severable and
if any provision hereof shall be judged to be invalid, such invalidity shall not
affect any other portion of this Agreement which can be given effect.

     (b) Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or sent by overnight courier (providing proof of delivery) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):

                  If to the Company, to:

                           Mr. Daniel S. Laikin
                           National Lampoon
                           10850 Wilshire Blvd.
                           Suite 1000
                           Los Angeles, California  90024

                  with copies to:

                           John C. Kirkland, Esq.
                           Greenberg Traurig, LLP
                           2450 Colorado Avenue
                           Suite 400E
                           Santa Monica, California  90404

                  If to Consultant, to:



                                       12
<PAGE>   34


                           Mr. James P. Jimirro
                           10787 Wilshire Blvd.
                           Suite 1702
                           Los Angeles, California 90024

                  with a copy to:

                           Bruce D. Meyer, Esq.
                           Gibson, Dunn & Crutcher LLP
                           333 South Grand Avenue
                           Los Angeles, California 90071

or to such other address as either party may furnish to the other in writing,
making specific reference to this SECTION 10(b).

     (c) Arbitration.

          (i) In the event that there shall be a dispute between the parties
hereto concerning the meaning, application or interpretation of this Agreement
or of the legal relations connected therewith, or concerning any alleged breach
hereof, or to enforce the terms hereof or to seek damages in respect of a breach
hereof or otherwise relating hereto, then such dispute shall, upon the written
request of either party hereto, be conclusively determined by arbitration
conducted in Los Angeles, California by a single arbitrator who is a retired or
former judge and who has substantial experience in employment matters and who is
mutually agreeable to the parties. If the parties cannot agree on the identity
of such single arbitrator within thirty (30) days after the giving of such
notice requesting arbitration, the dispute may be referred by either party to
the American Arbitration Association (the "AAA") for resolution by arbitration
conducted in Los Angeles, California by a single arbitrator in accordance with
the rules of the AAA then in effect, provided, however, that the arbitrator
shall be a retired or former judge with substantial experience in employment
matters. Such arbitrator shall be selected by the parties alternately striking
names from a list of ten such persons provided by the American Arbitration
Association office in or located nearest to Los Angeles, California. If either
party fails to strike names from the list, the arbitrator shall be selected from
the list by the other party. In all cases, the decision of the arbitrator shall
be final and binding on the parties hereto.

          (ii) The party that does not prevail in any such arbitration shall pay
the fees and expenses of the arbitrator. Each party shall pay its own attorney
fees and costs including, without limitation, fees and costs of any experts.
However, attorney fees and costs incurred by the party that prevails in any such
arbitration commenced pursuant to this SECTION 10(c) or any judicial action or
proceeding seeking to enforce the agreement to arbitrate disputes as set forth
in this SECTION 10(c) or seeking to enforce any order or award of any
arbitration commenced pursuant to this SECTION 10(c) may be assessed against the
party or parties that do not prevail in such arbitration in such manner as the
arbitrator or the court in such judicial action, as the case may be, may
determine to be appropriate under the circumstances.




                                       13
<PAGE>   35


          (iii) The arbitration provisions of this SECTION 10(c) shall not apply
to any dispute between or among the parties concerning any of the other
Documentation (including but not limited to the Security Agreement) to the
extent that any of such Documentation expressly provides for another method of
resolution.

     (d) Rights to Work Product. Subject to the grant of the Security Interest
pursuant to SECTION 2(d) above and except as provided in SECTION 10(e) below,
Consultant grants to the Company all rights of every kind whatsoever,
exclusively and perpetually, in and to all services performed by him for the
Company hereunder, during the term hereof, and the results and proceeds thereof,
including all of Consultant's creative works including without limitation ideas,
concepts, formats, themes, screenplays, and/or adaptations of the foregoing,
whether or not reduced to writing, and whether or not otherwise protected by
copyrights, or rights thereto, or at common law or otherwise during the term
hereof.

     (e) Confidentiality. Without the express prior written consent of the
Company, Consultant shall not contact or communicate with any person or entity
on behalf of the Company, and shall not disclose or make available to anyone
outside the Company, any confidential or proprietary information of the Company
its subsidiaries, or affiliated corporations or entities including, without
limitation, trade secrets, customer lists, financial data, programming plans or
other information not generally known to any competitor of the Company, its
subsidiaries or affiliated corporations or entities; provided, however, that the
foregoing shall not prohibit the Consultant from disclosing any such
confidential or proprietary information (u) to his advisors, including, without
limitation, attorneys, accountants, consultants, investment bankers and
financial advisors or (v) as required by law or governmental or judicial
proceeding or arbitration or (w) for the purposes of enforcing his rights under
this Consulting Agreement or in any arbitration proceeding or litigation arising
out of this Consulting Agreement; and provided further, that information will
not be considered confidential or proprietary if it (x) is or becomes available
to the public other than as a result of disclosure by Consultant or his
representatives, (y) was available to Consultant or his representatives on a
non-confidential basis prior to receipt from the Company, or (z) becomes
available on a non-confidential basis from a source other than the Company or
its representatives. Upon termination of the Consulting Obligations, Consultant
shall deliver to the Company all documents in his possession containing any such
confidential or proprietary information; provided, however, that Employee shall
be entitled to retain a copy of his personal correspondence file. The agreements
of Consultant set forth in this SECTION 10(e) shall survive the end of the
Consulting Term.

     (f) Independent Contractor Status. It is intended by the parties hereto
that the relationship of this Agreement is that of Independent Contractor and
Client, it being understood that no agency, employment, joint venture or
partnership is created by this Agreement and neither Company nor Consultant
shall make any representations to any person or entity that Consultant is
affiliated with the Company or authorized to act on its behalf, or tending to
create an apparent agency, employment, joint venture or partnership. Consultant
shall not be deemed to be an agent, employee or servant of Company and
notwithstanding anything to the contrary contained herein, none of the benefits
provided by Company to its employees, except as specifically provided for
herein, shall be available to Consultant. Consultant shall be responsible for
all state and federal income taxes resulting from payments of the Base
Compensation and benefits hereunder.




                                       14
<PAGE>   36


     (g) Attorneys' Fees. In the event of any dispute hereunder, or in the event
of any action to enforce the terms and provisions of this Agreement, the
prevailing party shall be entitled to recover from the other his reasonable
attorneys' fees, expenses, disbursements and other costs incurred in connection
therewith.

     (h) Assignment. Neither this Agreement nor any right or interest under this
Agreement shall be assignable by Consultant. This Agreement shall not be
assignable by the Company without the prior written consent of Consultant.

     (i) Entire Agreement. This Agreement, the Letter Agreement, the Jimirro
Purchase Agreement, the Release and Standstill Agreement, the Security Agreement
and all of the other Documentation executed at the Closing of the Transactions
contemplated by the Letter Agreement constitute the final, complete and
exclusive embodiments of the entire understanding and agreement between the
parties related to the subject matter hereof and supersede and preempt any prior
or contemporaneous understandings, agreements or representations by or between
the parties, written or oral. Specifically, this Agreement supersedes and
preempts the 1999 Employment Agreement (which shall be deemed terminated by
virtue of the execution of this Agreement). This Agreement is binding upon the
heirs, administrators, successors and assigns of the parties hereto. There are
no oral agreements, modifications, representations or understandings which are
not specifically set forth herein. All negotiations are merged into this
Agreement.

     (j) Governing Law. This Agreement and each of the provisions hereunder
shall be interpreted according to and governed by the internal laws of the State
of California regardless of the principles of choice of law of that or any other
jurisdiction. The parties hereto submit to the jurisdiction of the state and
federal courts of the State of California.

     (k) Amendments. No amendments or other modifications to this Agreement may
be made except by a writing signed by both parties. No amendment or waiver of
this Agreement requires the consent of any individual, partnership, corporation
or other entity not a party to this Agreement. Nothing in this Agreement,
express or implied, is intended to confer upon any third person any rights or
remedies under or by reason of this Agreement.

     (l) Capitalized Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Letter Agreement.

     (m) Acknowledgement and Consent. By execution of the signature page hereto,
the Purchasers hereby acknowledge and consent to the execution and delivery of
this Agreement, to the Company's undertaking of its obligations set forth herein
and to the grant of the Security Interest pursuant to SECTION 2(d).

     (n) Condition Precedent. The effectiveness of this Agreement is expressly
conditioned upon the consummation of the Closing of the Transactions, as defined
in the Letter Agreement. If the Closing does not occur, this Agreement will be
of no force or effect whatsoever.



                                       15
<PAGE>   37


IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
officer thereunto duly authorized, Consultant has executed this Agreement and
the Purchasers acknowledge and consent to the execution of this Agreement as
aforesaid, as of the day and year first above written.

                                    "COMPANY"

                                     J2 COMMUNICATIONS


                                     By:
                                        -----------------------------
                                     Name:
                                     Title:

                                     "CONSULTANT"

                                      JAMES P. JIMIRRO


                                      -------------------------------


THE FOREGOING IS ACKNOWLEDGED
AND CONSENTED TO AS OF THE DAY AND
YEAR FIRST ABOVE WRITTEN


-----------------------------------
DANIEL S. LAIKIN


-----------------------------------
PAUL SKJODT




                                       16
<PAGE>   38


                       APPENDIX 1 TO CONSULTING AGREEMENT

                                 CASE 1 $750,000
--------------------------------------------------------------------------------

<TABLE>

<S>                                       <C>                    <C>
Employment Term Finish Date                                      7/1/06
Annual Discount                                                  7.000%
Payment Discount                                                 0.292%
                                          -----------------------------
ASSUMED START DATE                                               4/1/01
                                          -----------------------------
End Date                                                         7/1/06
Value of Payments                         $ 7,121.55
Number of Payments                                126

</TABLE>

Amount due Consultant if Security Agreement Terminated on 4/1/02  $627,524.56




<PAGE>   39


                       APPENDIX 1 TO CONSULTING AGREEMENT

                                 CASE 1 $750,000

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
  Payment Date         Payment             Balance              Base           Discount
----------------------------------------------------------------------------------------
<S>                    <C>               <C>                   <C>             <C>
                                         750,000.00
    4/15/01             7,121.55         745,065.95            4,934.05         2,187.50
     5/1/01             7,121.55         740,117.50            4,948.44         2,173.11
    5/15/01             7,121.55         735,154.63            4,962.88         2,158.68
     6/1/01             7,121.55         730,177.28            4,977.35         2,144.20
    6/15/01             7,121.55         725,185.41            4,991.87         2,129.68
     7/1/01             7,121.55         720,178.98            5,006.43         2,115.12
    7/15/01             7,121.55         715,157.95            5,021.03         2,100.52
     8/1/01             7,121.55         710,122.27            5,035.67         2,085.88
    8/15/01             7,121.55         705,071.91            5,050.36         2,071.19
     9/1/01             7,121.55         700,006.82            5,065.09         2,056.46
    9/15/01             7,121.55         694,926.95            5,079.87         2,041.69
    10/1/01             7,121.55         689,832.27            5,094.68         2,026.87
   10/15/01             7,121.55         684,722.73            5,109.54         2,012.01
    11/1/01             7,121.55         679,598.29            5,124.44         1,997.11
   11/15/01             7,121.55         674,458.90            5,139.39         1,982.16
    12/1/01             7,121.55         669,304.51            5,154.38         1,967.17
   12/15/01             7,121.55         664,135.10            5,169.41         1,952.14
     1/1/02             7,121.55         658,950.61            5,184.49         1,937.06
    1/15/02             7,121.55         653,751.00            5,199.61         1,921.94
     2/1/02             7,121.55         648,536.22            5,214.78         1,906.77
    2/15/02             7,121.55         643,306.23            5,229.99         1,891.56
     3/1/02             7,121.55         638,060.99            5,245.24         1,876.31
    3/15/02             7,121.55         632,800.45            5,260.54         1,861.01
     4/1/02             7,121.55         627,524.56            5,275.88         1,845.67
    4/15/02             7,121.55         622,233.29            5,291.27         1,830.28
     5/1/02             7,121.55         616,926.58            5,306.71         1,814.85
    5/15/02             7,121.55         611,604.40            5,322.18         1,799.37
     6/1/02             7,121.55         606,266.69            5,337.71         1,783.85
    6/15/02             7,121.55         600,913.42            5,353.27         1,768.28
     7/1/02             7,121.55         595,544.53            5,368.89         1,752.66
    7/15/02             7,121.55         590,159.98            5,384.55         1,737.00
     8/1/02             7,121.55         584,759.73            5,400.25         1,721.30
    8/15/02             7,121.55         579,343.73            5,416.00         1,705.55
     9/1/02             7,121.55         573,911.93            5,431.80         1,689.75
    9/15/02             7,121.55         568,464.29            5,447.64         1,673.91
    10/1/02             7,121.55         563,000.76            5,463.53         1,658.02
   10/15/02             7,121.55         557,521.29            5,479.47         1,642.09
    11/1/02             7,121.55         552,025.84            5,495.45         1,626.10
   11/15/02             7,121.55         546,514.36            5,511.48         1,610.08
    12/1/02             7,121.55         540,986.81            5,527.55         1,594.00
   12/15/02             7,121.55         535,443.14            5,543.67         1,577.88
     1/1/03             7,121.55         529,883.29            5,559.84         1,561.71

</TABLE>



<PAGE>   40


<TABLE>
<S>                    <C>               <C>                   <C>             <C>

    1/15/03             7,121.55         524,307.23            5,576.06         1,545.49
     2/1/03             7,121.55         518,714.91            5,592.32         1,529.23
    2/15/03             7,121.55         513,106.28            5,608.63         1,512.92
     3/1/03             7,121.55         507,481.29            5,624.99         1,496.56
    3/15/03             7,121.55         501,839.89            5,641.40         1,480.15
     4/1/03             7,121.55         496,182.03            5,657.85         1,463.70
    4/15/03             7,121.55         490,507.68            5,674.35         1,447.20
     5/1/03             7,121.55         484,816.77            5,690.90         1,430.65
    5/15/03             7,121.55         479,109.27            5,707.50         1,414.05
     6/1/03             7,121.55         473,385.12            5,724.15         1,397.40
    6/15/03             7,121.55         467,644.27            5,740.85         1,380.71
     7/1/03             7,121.55         461,886.69            5,757.59         1,363.96
    7/15/03             7,121.55         456,112.30            5,774.38         1,347.17
     8/1/03             7,121.55         450,321.08            5,791.22         1,330.33
    8/15/03             7,121.55         444,512.96            5,808.12         1,313.44
     9/1/03             7,121.55         438,687.91            5,825.06         1,296.50
    9/15/03             7,121.55         432,845.86            5,842.05         1,279.51
    10/1/03             7,121.55         426,986.77            5,859.09         1,262.47
   10/15/03             7,121.55         421,110.60            5,876.17         1,245.38
    11/1/03             7,121.55         415,217.29            5,893.31         1,228.24
   11/15/03             7,121.55         409,306.79            5,910.50         1,211.05
    12/1/03             7,121.55         403,379.04            5,927.74         1,193.81
   12/15/03             7,121.55         397,434.01            5,945.03         1,176.52
     1/1/04             7,121.55         391,471.64            5,962.37         1,159.18
    1/15/04             7,121.55         385,491.88            5,979.76         1,141.79
     2/1/04             7,121.55         379,494.68            5,997.20         1,124.35
    2/15/04             7,121.55         373,479.99            6,014.69         1,106.86
     3/1/04             7,121.55         367,447.75            6,032.24         1,089.32
    3/15/04             7,121.55         361,397.93            6,049.83         1,071.72
     4/1/04             7,121.55         355,330.45            6,067.48         1,054.08
    4/15/04             7,121.55         349,245.28            6,085.17         1,036.38
     5/1/04             7,121.55         343,142.36            6,102.92         1,018.63
    5/15/04             7,121.55         337,021.64            6,120.72         1,000.83
     6/1/04             7,121.55         330,883.07            6,138.57           982.98
    6/15/04             7,121.55         324,726.59            6,156.48           965.08
     7/1/04             7,121.55         318,552.16            6,174.43           947.12
    7/15/04             7,121.55         312,359.71            6,192.44           929.11
     8/1/04             7,121.55         306,149.21            6,210.50           911.05
    8/15/04             7,121.55         299,920.59            6,228.62           892.94
     9/1/04             7,121.55         293,673.81            6,246.78           874.77
    9/15/04             7,121.55         287,408.81            6,265.00           856.55
    10/1/04             7,121.55         281,125.53            6,283.28           838.28
   10/15/04             7,121.55         274,823.93            6,301.60           819.95
    11/1/04             7,121.55         268,503.94            6,319.98           801.57
   11/15/04             7,121.55         262,165.53            6,338.42           783.14
    12/1/04             7,121.55         255,808.62            6,356.90           764.65
   12/15/04             7,121.55         249,433.18            6,375.44           746.11
     1/1/05             7,121.55         243,039.14            6,394.04           727.51
    1/15/05             7,121.55         236,626.45            6,412.69           708.86
     2/1/05             7,121.55         230,195.06            6,431.39           690.16
    2/15/05             7,121.55         223,744.91            6,450.15           671.40

</TABLE>



<PAGE>   41


<TABLE>
<S>                    <C>               <C>                   <C>             <C>

     3/1/05             7,121.55         217,275.95            6,468.96         652.59
    3/15/05             7,121.55         210,788.12            6,487.83         633.72
     4/1/05             7,121.55         204,281.36            6,506.75         614.80
    4/15/05             7,121.55         197,755.63            6,525.73         595.82
     5/1/05             7,121.55         191,210.87            6,544.77         576.79
    5/15/05             7,121.55         184,647.01            6,563.85         557.70
     6/1/05             7,121.55         178,064.02            6,583.00         538.55
    6/15/05             7,121.55         171,461.82            6,602.20         519.35
     7/1/05             7,121.55         164,840.36            6,621.46         500.10
    7/15/05             7,121.55         158,199.59            6,640.77         480.78
     8/1/05             7,121.55         151,539.46            6,660.14         461.42
    8/15/05             7,121.55         144,859.89            6,679.56         441.99
     9/1/05             7,121.55         138,160.85            6,699.04         422.51
    9/15/05             7,121.55         131,442.27            6,718.58         402.97
    10/1/05             7,121.55         124,704.09            6,738.18         383.37
   10/15/05             7,121.55         117,946.26            6,757.83         363.72
    11/1/05             7,121.55         111,168.71            6,777.54         344.01
   11/15/05             7,121.55         104,371.40            6,797.31         324.24
    12/1/05             7,121.55          97,554.27            6,817.14         304.42
   12/15/05             7,121.55          90,717.25            6,837.02         284.53
     1/1/06             7,121.55          83,860.29            6,856.96         264.59
    1/15/06             7,121.55          76,983.33            6,876.96         244.59
     2/1/06             7,121.55          70,086.31            6,897.02         224.53
    2/15/06             7,121.55          63,169.18            6,917.13         204.42
     3/1/06             7,121.55          56,231.87            6,937.31         184.24
    3/15/06             7,121.55          49,274.32            6,957.54         164.01
     4/1/06             7,121.55          42,296.49            6,977.84         143.72
    4/15/06             7,121.55          35,298.30            6,998.19         123.36
     5/1/06             7,121.55          28,279.70            7,018.60         102.95
    5/15/06             7,121.55          21,240.63            7,039.07          82.48
     6/1/06             7,121.55          14,181.03            7,059.60          61.95
    6/15/06             7,121.55           7,100.84            7,080.19          41.36
     7/1/06             7,121.55              (0.00)           7,100.84          20.71
                      ----------                             ----------     ----------
Total                 897,315.59                             750,000.00     147,315.59

Present Value of Payments           $750,000.00

</TABLE>


<PAGE>   42


                       APPENDIX 1 TO CONSULTING AGREEMENT

                                CASE 1 $2,250,000
--------------------------------------------------------------------------------

<TABLE>
<S>                                  <C>                          <C>
Employment Term Finish Date                                        7/1/06
Annual Discount                                                    7.000%
 Payment Discount                                                  0.292%
                                     ------------------------------------
ASSUMED START DATE                                                 4/1/01
                                     ------------------------------------
End Date                                                           7/1/06
Value of Payments                    $ 21,364.66
Number of Payments                           126


Amount due Consultant if Security Agreement Terminated on 4/1/02  $1,882,573.68

</TABLE>





<PAGE>   43


                       APPENDIX 1 TO CONSULTING AGREEMENT

                                CASE 1 $2,250,000

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
 Payment Date            Payment            Balance              Base           Discount
----------------------------------------------------------------------------------------
<S>                     <C>              <C>                   <C>              <C>
                                         2,250,000.00
    4/15/01             21,364.66        2,235,197.84          14,802.16        6,562.50
     5/1/01             21,364.66        2,220,352.51          14,845.33        6,519.33
    5/15/01             21,364.66        2,205,463.88          14,888.63        6,476.03
     6/1/01             21,364.66        2,190,531.83          14,932.05        6,432.60
    6/15/01             21,364.66        2,175,556.22          14,975.61        6,389.05
     7/1/01             21,364.66        2,160,536.94          15,019.28        6,345.37
    7/15/01             21,364.66        2,145,473.85          15,063.09        6,301.57
     8/1/01             21,364.66        2,130,366.82          15,107.02        6,257.63
    8/15/01             21,364.66        2,115,215.74          15,151.09        6,213.57
     9/1/01             21,364.66        2,100,020.46          15,195.28        6,169.38
    9/15/01             21,364.66        2,084,780.86          15,239.60        6,125.06
    10/1/01             21,364.66        2,069,496.82          15,284.05        6,080.61
   10/15/01             21,364.66        2,054,168.19          15,328.62        6,036.03
    11/1/01             21,364.66        2,038,794.86          15,373.33        5,991.32
   11/15/01             21,364.66        2,023,376.69          15,418.17        5,946.49
    12/1/01             21,364.66        2,007,913.54          15,463.14        5,901.52
   12/15/01             21,364.66        1,992,405.30          15,508.24        5,856.41
     1/1/02             21,364.66        1,976,851.83          15,553.47        5,811.18
    1/15/02             21,364.66        1,961,252.99          15,598.84        5,765.82
     2/1/02             21,364.66        1,945,608.65          15,644.34        5,720.32
    2/15/02             21,364.66        1,929,918.69          15,689.97        5,674.69
     3/1/02             21,364.66        1,914,182.96          15,735.73        5,628.93
    3/15/02             21,364.66        1,898,401.34          15,781.62        5,583.03
     4/1/02             21,364.66        1,882,573.68          15,827.65        5,537.00
    4/15/02             21,364.66        1,866,699.87          15,873.82        5,490.84
     5/1/02             21,364.66        1,850,779.75          15,920.12        5,444.54
    5/15/02             21,364.66        1,834,813.20          15,966.55        5,398.11
     6/1/02             21,364.66        1,818,800.08          16,013.12        5,351.54
    6/15/02             21,364.66        1,802,740.26          16,059.82        5,304.83
     7/1/02             21,364.66        1,786,633.60          16,106.66        5,257.99
    7/15/02             21,364.66        1,770,479.95          16,153.64        5,211.01
     8/1/02             21,364.66        1,754,279.20          16,200.76        5,163.90
    8/15/02             21,364.66        1,738,031.19          16,248.01        5,116.65
     9/1/02             21,364.66        1,721,735.79          16,295.40        5,069.26
    9/15/02             21,364.66        1,705,392.86          16,342.93        5,021.73
    10/1/02             21,364.66        1,689,002.27          16,390.59        4,974.06
   10/15/02             21,364.66        1,672,563.87          16,438.40        4,926.26
    11/1/02             21,364.66        1,656,077.52          16,486.35        4,878.31
   11/15/02             21,364.66        1,639,543.09          16,534.43        4,830.23
    12/1/02             21,364.66        1,622,960.43          16,582.66        4,782.00
   12/15/02             21,364.66        1,606,329.41          16,631.02        4,733.63
     1/1/03             21,364.66        1,589,649.88          16,679.53        4,685.13

</TABLE>


<PAGE>   44

<TABLE>
<S>                     <C>              <C>                   <C>              <C>
    1/15/03             21,364.66        1,572,921.70          16,728.18        4,636.48
     2/1/03             21,364.66        1,556,144.73          16,776.97        4,587.69
    2/15/03             21,364.66        1,539,318.83          16,825.90        4,538.76
     3/1/03             21,364.66        1,522,443.86          16,874.98        4,489.68
    3/15/03             21,364.66        1,505,519.66          16,924.20        4,440.46
     4/1/03             21,364.66        1,488,546.10          16,973.56        4,391.10
    4/15/03             21,364.66        1,471,523.04          17,023.06        4,341.59
     5/1/03             21,364.66        1,454,450.32          17,072.71        4,291.94
    5/15/03             21,364.66        1,437,327.81          17,122.51        4,242.15
     6/1/03             21,364.66        1,420,155.36          17,172.45        4,192.21
    6/15/03             21,364.66        1,402,932.82          17,222.54        4,142.12
     7/1/03             21,364.66        1,385,660.06          17,272.77        4,091.89
    7/15/03             21,364.66        1,368,336.91          17,323.15        4,041.51
     8/1/03             21,364.66        1,350,963.23          17,373.67        3,990.98
    8/15/03             21,364.66        1,333,538.88          17,424.35        3,940.31
     9/1/03             21,364.66        1,316,063.72          17,475.17        3,889.49
    9/15/03             21,364.66        1,298,537.58          17,526.14        3,838.52
    10/1/03             21,364.66        1,280,960.32          17,577.26        3,787.40
   10/15/03             21,364.66        1,263,331.80          17,628.52        3,736.13
    11/1/03             21,364.66        1,245,651.86          17,679.94        3,684.72
   11/15/03             21,364.66        1,227,920.36          17,731.51        3,633.15
    12/1/03             21,364.66        1,210,137.13          17,783.22        3,581.43
   12/15/03             21,364.66        1,192,302.04          17,835.09        3,529.57
     1/1/04             21,364.66        1,174,414.93          17,887.11        3,477.55
    1/15/04             21,364.66        1,156,475.65          17,939.28        3,425.38
     2/1/04             21,364.66        1,138,484.05          17,991.60        3,373.05
    2/15/04             21,364.66        1,120,439.97          18,044.08        3,320.58
     3/1/04             21,364.66        1,102,343.26          18,096.71        3,267.95
    3/15/04             21,364.66        1,084,193.78          18,149.49        3,215.17
     4/1/04             21,364.66        1,065,991.35          18,202.43        3,162.23
    4/15/04             21,364.66        1,047,735.83          18,255.52        3,109.14
     5/1/04             21,364.66        1,029,427.07          18,308.76        3,055.90
    5/15/04             21,364.66        1,011,064.91          18,362.16        3,002.50
     6/1/04             21,364.66          992,649.20          18,415.72        2,948.94
    6/15/04             21,364.66          974,179.76          18,469.43        2,895.23
     7/1/04             21,364.66          955,656.47          18,523.30        2,841.36
    7/15/04             21,364.66          937,079.14          18,577.33        2,787.33
     8/1/04             21,364.66          918,447.63          18,631.51        2,733.15
    8/15/04             21,364.66          899,761.78          18,685.85        2,678.81
     9/1/04             21,364.66          881,021.43          18,740.35        2,624.31
    9/15/04             21,364.66          862,226.42          18,795.01        2,569.65
    10/1/04             21,364.66          843,376.59          18,849.83        2,514.83
   10/15/04             21,364.66          824,471.78          18,904.81        2,459.85
    11/1/04             21,364.66          805,511.83          18,959.95        2,404.71
   11/15/04             21,364.66          786,496.58          19,015.25        2,349.41
    12/1/04             21,364.66          767,425.87          19,070.71        2,293.95
   12/15/04             21,364.66          748,299.54          19,126.33        2,238.33
     1/1/05             21,364.66          729,117.43          19,182.12        2,182.54
    1/15/05             21,364.66          709,879.36          19,238.06        2,126.59
     2/1/05             21,364.66          690,585.19          19,294.18        2,070.48
    2/15/05             21,364.66          671,234.74          19,350.45        2,014.21


</TABLE>

<PAGE>   45

<TABLE>
<S>                     <C>              <C>                   <C>              <C>
     3/1/05             21,364.66        651,827.85            19,406.89        1,957.77
    3/15/05             21,364.66        632,364.35            19,463.49        1,901.16
     4/1/05             21,364.66        612,844.09            19,520.26        1,844.40
    4/15/05             21,364.66        593,266.90            19,577.20        1,787.46
     5/1/05             21,364.66        573,632.60            19,634.30        1,730.36
    5/15/05             21,364.66        553,941.04            19,691.56        1,673.10
     6/1/05             21,364.66        534,192.05            19,749.00        1,615.66
    6/15/05             21,364.66        514,385.45            19,806.60        1,558.06
     7/1/05             21,364.66        494,521.08            19,864.37        1,500.29
    7/15/05             21,364.66        474,598.78            19,922.30        1,442.35
     8/1/05             21,364.66        454,618.37            19,980.41        1,384.25
    8/15/05             21,364.66        434,579.68            20,038.69        1,325.97
     9/1/05             21,364.66        414,482.55            20,097.13        1,267.52
    9/15/05             21,364.66        394,326.80            20,155.75        1,208.91
    10/1/05             21,364.66        374,112.26            20,214.54        1,150.12
   10/15/05             21,364.66        353,838.77            20,273.50        1,091.16
    11/1/05             21,364.66        333,506.14            20,332.63        1,032.03
   11/15/05             21,364.66        313,114.21            20,391.93          972.73
    12/1/05             21,364.66        292,662.80            20,451.41          913.25
   12/15/05             21,364.66        272,151.74            20,511.06          853.60
     1/1/06             21,364.66        251,580.86            20,570.88          793.78
    1/15/06             21,364.66        230,949.98            20,630.88          733.78
     2/1/06             21,364.66        210,258.93            20,691.05          673.60
    2/15/06             21,364.66        189,507.53            20,751.40          613.26
     3/1/06             21,364.66        168,695.60            20,811.93          552.73
    3/15/06             21,364.66        147,822.97            20,872.63          492.03
     4/1/06             21,364.66        126,889.47            20,933.51          431.15
    4/15/06             21,364.66        105,894.91            20,994.56          370.09
     5/1/06             21,364.66         84,839.11            21,055.80          308.86
    5/15/06             21,364.66         63,721.90            21,117.21          247.45
     6/1/06             21,364.66         42,543.10            21,178.80          185.86
    6/15/06             21,364.66         21,302.52            21,240.57          124.08
     7/1/06             21,364.66             (0.00)           21,302.52           62.13
                     ------------                           ------------      ----------
Total                2,691,946.78                           2,250,000.00      441,946.78

Present Value of Payments         $2,250,000.00

</TABLE>



<PAGE>   46



                       APPENDIX 1 TO CONSULTING AGREEMENT

                                 CASE 2 $750,000
<TABLE>
-------------------------------------------------------------------------------


<S>                                <C>                             <C>
Employment Term Finish Date                                         7/1/06
Annual Discount                                                     7.000%
Payment Discount                                                    0.292%
                                   ---------------------------------------
ASSUMED START DATE                                                  7/1/01
                                   ---------------------------------------
End Date                                                            7/1/06
Value of Payments                  $ 7,416.44
Number of Payments                        120


Amount due Consultant if Security Agreement Terminated on 7/1/02   $620,204.71

</TABLE>



<PAGE>   47


                       APPENDIX 1 TO CONSULTING AGREEMENT

                                 CASE 2 $750,000

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
  Payment Date          Payment            Balance              Base           Discount
----------------------------------------------------------------------------------------
<S>                     <C>              <C>                   <C>              <C>
                                         750,000.00
    7/15/01             7,416.44         744,771.06            5,228.94         2,187.50
     8/1/01             7,416.44         739,526.87            5,244.19         2,172.25
    8/15/01             7,416.44         734,267.38            5,259.49         2,156.95
     9/1/01             7,416.44         728,992.56            5,274.83         2,141.61
    9/15/01             7,416.44         723,702.34            5,290.21         2,126.23
    10/1/01             7,416.44         718,396.70            5,305.64         2,110.80
   10/15/01             7,416.44         713,075.59            5,321.12         2,095.32
    11/1/01             7,416.44         707,738.95            5,336.64         2,079.80
   11/15/01             7,416.44         702,386.75            5,352.20         2,064.24
    12/1/01             7,416.44         697,018.94            5,367.81         2,048.63
   12/15/01             7,416.44         691,635.47            5,383.47         2,032.97
     1/1/02             7,416.44         686,236.30            5,399.17         2,017.27
    1/15/02             7,416.44         680,821.38            5,414.92         2,001.52
     2/1/02             7,416.44         675,390.67            5,430.71         1,985.73
    2/15/02             7,416.44         669,944.12            5,446.55         1,969.89
     3/1/02             7,416.44         664,481.68            5,462.44         1,954.00
    3/15/02             7,416.44         659,003.31            5,478.37         1,938.07
     4/1/02             7,416.44         653,508.97            5,494.35         1,922.09
    4/15/02             7,416.44         647,998.59            5,510.37         1,906.07
     5/1/02             7,416.44         642,472.15            5,526.44         1,890.00
    5/15/02             7,416.44         636,929.59            5,542.56         1,873.88
     6/1/02             7,416.44         631,370.86            5,558.73         1,857.71
    6/15/02             7,416.44         625,795.92            5,574.94         1,841.50
     7/1/02             7,416.44         620,204.71            5,591.20         1,825.24
    7/15/02             7,416.44         614,597.21            5,607.51         1,808.93
     8/1/02             7,416.44         608,973.34            5,623.86         1,792.58
    8/15/02             7,416.44         603,333.07            5,640.27         1,776.17
     9/1/02             7,416.44         597,676.35            5,656.72         1,759.72
    9/15/02             7,416.44         592,003.14            5,673.22         1,743.22
    10/1/02             7,416.44         586,313.37            5,689.76         1,726.68
   10/15/02             7,416.44         580,607.01            5,706.36         1,710.08
    11/1/02             7,416.44         574,884.01            5,723.00         1,693.44
   11/15/02             7,416.44         569,144.31            5,739.70         1,676.75
    12/1/02             7,416.44         563,387.88            5,756.44         1,660.00
   12/15/02             7,416.44         557,614.65            5,773.23         1,643.21
     1/1/03             7,416.44         551,824.59            5,790.06         1,626.38
    1/15/03             7,416.44         546,017.64            5,806.95         1,609.49
     2/1/03             7,416.44         540,193.75            5,823.89         1,592.55
    2/15/03             7,416.44         534,352.87            5,840.87         1,575.57
     3/1/03             7,416.44         528,494.96            5,857.91         1,558.53
    3/15/03             7,416.44         522,619.97            5,875.00         1,541.44
     4/1/03             7,416.44         516,727.84            5,892.13         1,524.31

</TABLE>


<PAGE>   48

<TABLE>
<S>                     <C>              <C>                   <C>              <C>
    4/15/03             7,416.44         510,818.52            5,909.32         1,507.12
     5/1/03             7,416.44         504,891.97            5,926.55         1,489.89
    5/15/03             7,416.44         498,948.13            5,943.84         1,472.60
     6/1/03             7,416.44         492,986.95            5,961.17         1,455.27
    6/15/03             7,416.44         487,008.39            5,978.56         1,437.88
     7/1/03             7,416.44         481,012.39            5,996.00         1,420.44
    7/15/03             7,416.44         474,998.90            6,013.49         1,402.95
     8/1/03             7,416.44         468,967.88            6,031.03         1,385.41
    8/15/03             7,416.44         462,919.26            6,048.62         1,367.82
     9/1/03             7,416.44         456,853.00            6,066.26         1,350.18
    9/15/03             7,416.44         450,769.05            6,083.95         1,332.49
    10/1/03             7,416.44         444,667.35            6,101.70         1,314.74
   10/15/03             7,416.44         438,547.86            6,119.49         1,296.95
    11/1/03             7,416.44         432,410.52            6,137.34         1,279.10
   11/15/03             7,416.44         426,255.27            6,155.24         1,261.20
    12/1/03             7,416.44         420,082.08            6,173.20         1,243.24
   12/15/03             7,416.44         413,890.88            6,191.20         1,225.24
     1/1/04             7,416.44         407,681.62            6,209.26         1,207.18
    1/15/04             7,416.44         401,454.25            6,227.37         1,189.07
     2/1/04             7,416.44         395,208.72            6,245.53         1,170.91
    2/15/04             7,416.44         388,944.97            6,263.75         1,152.69
     3/1/04             7,416.44         382,662.95            6,282.02         1,134.42
    3/15/04             7,416.44         376,362.61            6,300.34         1,116.10
     4/1/04             7,416.44         370,043.90            6,318.72         1,097.72
    4/15/04             7,416.44         363,706.75            6,337.15         1,079.29
     5/1/04             7,416.44         357,351.12            6,355.63         1,060.81
    5/15/04             7,416.44         350,976.96            6,374.17         1,042.27
     6/1/04             7,416.44         344,584.20            6,392.76         1,023.68
    6/15/04             7,416.44         338,172.80            6,411.40         1,005.04
     7/1/04             7,416.44         331,742.70            6,430.10           986.34
    7/15/04             7,416.44         325,293.84            6,448.86           967.58
     8/1/04             7,416.44         318,826.17            6,467.67           948.77
    8/15/04             7,416.44         312,339.64            6,486.53           929.91
     9/1/04             7,416.44         305,834.19            6,505.45           910.99
    9/15/04             7,416.44         299,309.77            6,524.42           892.02
    10/1/04             7,416.44         292,766.32            6,543.45           872.99
   10/15/04             7,416.44         286,203.78            6,562.54           853.90
    11/1/04             7,416.44         279,622.10            6,581.68           834.76
   11/15/04             7,416.44         273,021.22            6,600.88           815.56
    12/1/04             7,416.44         266,401.09            6,620.13           796.31
   12/15/04             7,416.44         259,761.66            6,639.44           777.00
     1/1/05             7,416.44         253,102.86            6,658.80           757.64
    1/15/05             7,416.44         246,424.63            6,678.22           738.22
     2/1/05             7,416.44         239,726.93            6,697.70           718.74
    2/15/05             7,416.44         233,009.69            6,717.24           699.20
     3/1/05             7,416.44         226,272.87            6,736.83           679.61
    3/15/05             7,416.44         219,516.39            6,756.48           659.96
     4/1/05             7,416.44         212,740.20            6,776.18           640.26
    4/15/05             7,416.44         205,944.26            6,795.95           620.49
     5/1/05             7,416.44         199,128.49            6,815.77           600.67
    5/15/05             7,416.44         192,292.84            6,835.65           580.79

</TABLE>


<PAGE>   49

<TABLE>
<S>                     <C>              <C>                   <C>              <C>
     6/1/05             7,416.44         185,437.25            6,855.59         560.85
    6/15/05             7,416.44         178,561.67            6,875.58         540.86
     7/1/05             7,416.44         171,666.04            6,895.64         520.80
    7/15/05             7,416.44         164,750.29            6,915.75         500.69
     8/1/05             7,416.44         157,814.37            6,935.92         480.52
    8/15/05             7,416.44         150,858.22            6,956.15         460.29
     9/1/05             7,416.44         143,881.79            6,976.44         440.00
    9/15/05             7,416.44         136,885.00            6,996.78         419.66
    10/1/05             7,416.44         129,867.81            7,017.19         399.25
   10/15/05             7,416.44         122,830.15            7,037.66         378.78
    11/1/05             7,416.44         115,771.96            7,058.19         358.25
   11/15/05             7,416.44         108,693.19            7,078.77         337.67
    12/1/05             7,416.44         101,593.77            7,099.42         317.02
   12/15/05             7,416.44          94,473.65            7,120.12         296.32
     1/1/06             7,416.44          87,332.76            7,140.89         275.55
    1/15/06             7,416.44          80,171.04            7,161.72         254.72
     2/1/06             7,416.44          72,988.43            7,182.61         233.83
    2/15/06             7,416.44          65,784.87            7,203.56         212.88
     3/1/06             7,416.44          58,560.30            7,224.57         191.87
    3/15/06             7,416.44          51,314.67            7,245.64         170.80
     4/1/06             7,416.44          44,047.89            7,266.77         149.67
    4/15/06             7,416.44          36,759.93            7,287.97         128.47
     5/1/06             7,416.44          29,450.70            7,309.22         107.22
    5/15/06             7,416.44          22,120.16            7,330.54          85.90
     6/1/06             7,416.44          14,768.24            7,351.92          64.52
    6/15/06             7,416.44           7,394.87            7,373.37          43.07
     7/1/06             7,416.44              (0.00)           7,394.87          21.57
                     -----------                             ----------     ----------
Total                 889,972.81                             750,000.00     139,972.81


Present Value of Payments           $750,000.00
</TABLE>




<PAGE>   50



                       APPENDIX 1 TO CONSULTING AGREEMENT

                                CASE 2 $2,250,000
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
<S>                                  <C>                           <C>
Employment Term Finish Date                                        7/1/06
Annual Discount                                                    7.000%
Payment Discount                                                   0.292%
                                   --------------------------------------
ASSUMED START DATE                                                 7/1/01
                                   --------------------------------------
End Date                                                           7/1/06
Value of Payments                    $ 22,249.32
Number of Payments                           120


Amount due Consultant if Security Agreement Terminated on 7/1/02  $1,860,614.14


</TABLE>



<PAGE>   51


                       APPENDIX 1 TO CONSULTING AGREEMENT

                                CASE 2 $2,250,000
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
  Payment Date           Payment            Balance              Base           Discount
-----------------------------------------------------------------------------------------
<S>                     <C>              <C>                   <C>              <C>
                                         2,250,000.00
    7/15/01             22,249.32        2,234,313.18          15,686.82        6,562.50
     8/1/01             22,249.32        2,218,580.61          15,732.57        6,516.75
    8/15/01             22,249.32        2,202,802.15          15,778.46        6,470.86
     9/1/01             22,249.32        2,186,977.67          15,824.48        6,424.84
    9/15/01             22,249.32        2,171,107.03          15,870.64        6,378.68
    10/1/01             22,249.32        2,155,190.11          15,916.92        6,332.40
   10/15/01             22,249.32        2,139,226.76          15,963.35        6,285.97
    11/1/01             22,249.32        2,123,216.85          16,009.91        6,239.41
   11/15/01             22,249.32        2,107,160.24          16,056.60        6,192.72
    12/1/01             22,249.32        2,091,056.81          16,103.44        6,145.88
   12/15/01             22,249.32        2,074,906.40          16,150.40        6,098.92
     1/1/02             22,249.32        2,058,708.89          16,197.51        6,051.81
    1/15/02             22,249.32        2,042,464.14          16,244.75        6,004.57
     2/1/02             22,249.32        2,026,172.01          16,292.13        5,957.19
    2/15/02             22,249.32        2,009,832.36          16,339.65        5,909.67
     3/1/02             22,249.32        1,993,445.05          16,387.31        5,862.01
    3/15/02             22,249.32        1,977,009.94          16,435.11        5,814.21
     4/1/02             22,249.32        1,960,526.90          16,483.04        5,766.28
    4/15/02             22,249.32        1,943,995.78          16,531.12        5,718.20
     5/1/02             22,249.32        1,927,416.45          16,579.33        5,669.99
    5/15/02             22,249.32        1,910,788.76          16,627.69        5,621.63
     6/1/02             22,249.32        1,894,112.58          16,676.19        5,573.13
    6/15/02             22,249.32        1,877,387.75          16,724.83        5,524.50
     7/1/02             22,249.32        1,860,614.14          16,773.61        5,475.71
    7/15/02             22,249.32        1,843,791.62          16,822.53        5,426.79
     8/1/02             22,249.32        1,826,920.02          16,871.59        5,377.73
    8/15/02             22,249.32        1,809,999.22          16,920.80        5,328.52
     9/1/02             22,249.32        1,793,029.06          16,970.16        5,279.16
    9/15/02             22,249.32        1,776,009.41          17,019.65        5,229.67
    10/1/02             22,249.32        1,758,940.12          17,069.29        5,180.03
   10/15/02             22,249.32        1,741,821.04          17,119.08        5,130.24
    11/1/02             22,249.32        1,724,652.03          17,169.01        5,080.31
   11/15/02             22,249.32        1,707,432.94          17,219.09        5,030.24
    12/1/02             22,249.32        1,690,163.64          17,269.31        4,980.01
   12/15/02             22,249.32        1,672,843.96          17,319.68        4,929.64
     1/1/03             22,249.32        1,655,473.77          17,370.19        4,879.13
    1/15/03             22,249.32        1,638,052.91          17,420.86        4,828.47
     2/1/03             22,249.32        1,620,581.25          17,471.67        4,777.65
    2/15/03             22,249.32        1,603,058.62          17,522.62        4,726.70
     3/1/03             22,249.32        1,585,484.89          17,573.73        4,675.59
    3/15/03             22,249.32        1,567,859.90          17,624.99        4,624.33
     4/1/03             22,249.32        1,550,183.51          17,676.40        4,572.92

</TABLE>


<PAGE>   52
<TABLE>
<S>                     <C>              <C>                   <C>              <C>
    4/15/03             22,249.32        1,532,455.55          17,727.95        4,521.37
     5/1/03             22,249.32        1,514,675.90          17,779.66        4,469.66
    5/15/03             22,249.32        1,496,844.38          17,831.52        4,417.80
     6/1/03             22,249.32        1,478,960.86          17,883.52        4,365.80
    6/15/03             22,249.32        1,461,025.17          17,935.68        4,313.64
     7/1/03             22,249.32        1,443,037.18          17,988.00        4,261.32
    7/15/03             22,249.32        1,424,996.71          18,040.46        4,208.86
     8/1/03             22,249.32        1,406,903.63          18,093.08        4,156.24
    8/15/03             22,249.32        1,388,757.78          18,145.85        4,103.47
     9/1/03             22,249.32        1,370,559.01          18,198.78        4,050.54
    9/15/03             22,249.32        1,352,307.15          18,251.86        3,997.46
    10/1/03             22,249.32        1,334,002.06          18,305.09        3,944.23
   10/15/03             22,249.32        1,315,643.58          18,358.48        3,890.84
    11/1/03             22,249.32        1,297,231.55          18,412.03        3,837.29
   11/15/03             22,249.32        1,278,765.82          18,465.73        3,783.59
    12/1/03             22,249.32        1,260,246.24          18,519.59        3,729.73
   12/15/03             22,249.32        1,241,672.63          18,573.60        3,675.72
     1/1/04             22,249.32        1,223,044.86          18,627.77        3,621.55
    1/15/04             22,249.32        1,204,362.75          18,682.11        3,567.21
     2/1/04             22,249.32        1,185,626.16          18,736.60        3,512.72
    2/15/04             22,249.32        1,166,834.91          18,791.24        3,458.08
     3/1/04             22,249.32        1,147,988.86          18,846.05        3,403.27
    3/15/04             22,249.32        1,129,087.84          18,901.02        3,348.30
     4/1/04             22,249.32        1,110,131.70          18,956.15        3,293.17
    4/15/04             22,249.32        1,091,120.26          19,011.44        3,237.88
     5/1/04             22,249.32        1,072,053.37          19,066.89        3,182.43
    5/15/04             22,249.32        1,052,930.88          19,122.50        3,126.82
     6/1/04             22,249.32        1,033,752.60          19,178.27        3,071.05
    6/15/04             22,249.32        1,014,518.40          19,234.21        3,015.11
     7/1/04             22,249.32          995,228.09          19,290.31        2,959.01
    7/15/04             22,249.32          975,881.52          19,346.57        2,902.75
     8/1/04             22,249.32          956,478.52          19,403.00        2,846.32
    8/15/04             22,249.32          937,018.93          19,459.59        2,789.73
     9/1/04             22,249.32          917,502.58          19,516.35        2,732.97
    9/15/04             22,249.32          897,929.31          19,573.27        2,676.05
    10/1/04             22,249.32          878,298.95          19,630.36        2,618.96
   10/15/04             22,249.32          858,611.33          19,687.61        2,561.71
    11/1/04             22,249.32          838,866.29          19,745.04        2,504.28
   11/15/04             22,249.32          819,063.67          19,802.63        2,446.69
    12/1/04             22,249.32          799,203.28          19,860.38        2,388.94
   12/15/04             22,249.32          779,284.97          19,918.31        2,331.01
     1/1/05             22,249.32          759,308.57          19,976.41        2,272.91
    1/15/05             22,249.32          739,273.90          20,034.67        2,214.65
     2/1/05             22,249.32          719,180.79          20,093.10        2,156.22
    2/15/05             22,249.32          699,029.08          20,151.71        2,097.61
     3/1/05             22,249.32          678,818.60          20,210.49        2,038.83
    3/15/05             22,249.32          658,549.17          20,269.43        1,979.89
     4/1/05             22,249.32          638,220.61          20,328.55        1,920.77
    4/15/05             22,249.32          617,832.77          20,387.84        1,861.48
     5/1/05             22,249.32          597,385.46          20,447.31        1,802.01
    5/15/05             22,249.32          576,878.52          20,506.95        1,742.37

</TABLE>


<PAGE>   53
<TABLE>
<S>                     <C>              <C>                   <C>              <C>
     6/1/05             22,249.32        556,311.76            20,566.76        1,682.56
    6/15/05             22,249.32        535,685.01            20,626.74        1,622.58
     7/1/05             22,249.32        514,998.11            20,686.91        1,562.41
    7/15/05             22,249.32        494,250.87            20,747.24        1,502.08
     8/1/05             22,249.32        473,443.11            20,807.76        1,441.57
    8/15/05             22,249.32        452,574.67            20,868.44        1,380.88
     9/1/05             22,249.32        431,645.36            20,929.31        1,320.01
    9/15/05             22,249.32        410,655.00            20,990.35        1,258.97
    10/1/05             22,249.32        389,603.42            21,051.58        1,197.74
   10/15/05             22,249.32        368,490.45            21,112.98        1,136.34
    11/1/05             22,249.32        347,315.89            21,174.56        1,074.76
   11/15/05             22,249.32        326,079.58            21,236.32        1,013.00
    12/1/05             22,249.32        304,781.32            21,298.25          951.07
   12/15/05             22,249.32        283,420.95            21,360.37          888.95
     1/1/06             22,249.32        261,998.27            21,422.68          826.64
    1/15/06             22,249.32        240,513.11            21,485.16          764.16
     2/1/06             22,249.32        218,965.29            21,547.82          701.50
    2/15/06             22,249.32        197,354.62            21,610.67          638.65
     3/1/06             22,249.32        175,680.91            21,673.70          575.62
    3/15/06             22,249.32        153,944.00            21,736.92          512.40
     4/1/06             22,249.32        132,143.68            21,800.32          449.00
    4/15/06             22,249.32        110,279.78            21,863.90          385.42
     5/1/06             22,249.32         88,352.11            21,927.67          321.65
    5/15/06             22,249.32         66,360.48            21,991.63          257.69
     6/1/06             22,249.32         44,304.71            22,055.77          193.55
    6/15/06             22,249.32         22,184.62            22,120.10          129.22
     7/1/06             22,249.32             (0.00)           22,184.62           64.71
                     ------------                           ------------      ----------
Total                2,669,918.42                           2,250,000.00      419,918.42

Present Value of Payments         $2,250,000.00
</TABLE>




<PAGE>   54



                                    EXHIBIT B
                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT is dated as of ___________, 2001, between J2
Communications, a California corporation ("Company"), and James P. Jimirro
("Secured Party").

                              W I T N E S S E T H:

     WHEREAS, Secured Party and Company are parties to a Restated Employment
Agreement dated as of July 1, 1999 (the "1999 Employment Agreement") pursuant to
which Secured Party has been serving as President and Chief Executive Officer of
the Company;

     WHEREAS, Secured Party and Company, together with Daniel S. Laikin and Paul
Skjodt (the "Purchasers"), are parties to a Letter Agreement, dated as of the
date hereof (the "Letter Agreement");

     WHEREAS, pursuant to the Letter Agreement and conditioned upon the Closing
(as defined in the Letter Agreement), Secured Party and Company have agreed to
terminate the 1999 Employment Agreement, and enter into a Consulting Agreement
dated as of the date hereof (the "Consulting Agreement");

     WHEREAS, in order to secure the payment and performance of Company's
obligations under the Consulting Agreement, including but not limited to
Company's obligation to pay the Base Compensation pursuant to Sections 2(a) and
5 thereof and to provide to Secured Party the benefits listed in Sections 2, 3
and 5 thereof, Company has agreed to grant to Secured Party, for the benefit of
Secured Party, a continuing Lien on the Collateral (as hereinafter defined);

     WHEREAS, this Security Agreement shall be effective only upon the Closing
Date and simultaneous with the Closing;

     NOW, THEREFORE, conditional upon the Closing, and in consideration of the
premises and mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Company hereby agrees, for the benefit of Secured Party, as follows:

     28. Definitions

          (a) Certain Defined Terms. Capitalized terms not otherwise defined
shall have the respective meanings provided for in the Letter Agreement or, if
not defined therein, in this Section 1.1. All other terms contained in this
Security Agreement, unless the context indicates otherwise, have the meanings
provided for by the Code (as hereinafter defined) to the extent the same are
used or defined therein:

     "Account Debtor" means any Person who may become obligated to Secured Party
under, with respect to, or on account of, an Account.

     "Accounts" means all "accounts" (as defined in the Code) now owned or
hereafter created or acquired by Company and all of the following now owned or
hereafter created or acquired by Company: (a) accounts receivable, contract
rights, book debts, notes, drafts and


                                       1
<PAGE>   55

other obligations or indebtedness owing to Company arising from the sale, lease
or exchange of goods or other property and/or the performance of services; (b)
Company's rights in, to and under all purchase orders for goods, services or
other property; (c) Company's rights to any goods, services or other property
represented by any of the foregoing (including returned or repossessed goods and
unpaid sellers' rights of rescission, replevin, reclamation and rights to
stoppage in transit); (d) monies due to or to become due to Company under all
contracts for the sale, lease or exchange of goods or other property and/or the
performance of services including the right to payment of any interest or
finance charges with respect thereto (whether or not yet earned by performance
on the part of Company); and (e) all collateral security and guaranties of any
kind given by any Person with respect to any of the foregoing.

     "Advance Payments" mean any Guaranteed Payments due or to become due to the
Company pursuant to any Contract or License during the first six (6) months of
the term thereof.

     "Chattel Paper" means any "chattel paper," as such term is defined in the
Code, including electronic chattel paper, now owned or hereafter acquired by
Company, wherever located.

     "Code" means the Uniform Commercial Code as the same may, from time to
time, be enacted and in effect in the State of California; provided, that in the
event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of, or remedies with respect to, Secured
Party's Lien on any Collateral is governed by the Uniform Commercial Code as
enacted and in effect in a jurisdiction other than the State of California, the
term "Code" shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions thereof relating
to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions.

     "Collateral" has the meaning assigned to that term in Section 2.

     "Contracts" means all "contracts," as such term is defined in the Code, now
owned or hereafter acquired by Company, in any event, including all contracts,
undertakings, or agreements (other than rights evidenced by Chattel Paper,
Documents or Instruments) in or under which Company may now or hereafter have
any right, title or interest, including any agreement relating to the terms of
payment or the terms of performance of any Account.

     "Copyright License" means any and all rights now owned or hereafter
acquired by Company under any written agreement granting any right to use any
Copyright.

     "Copyright Security Agreements" means the Copyright Security Agreements
made in favor of Secured Party by Company.

     "Copyrights" means collectively all of the following now owned or hereafter
     created or acquired by Company: (a) all copyrights and General Intangibles
     of like nature (whether registered or unregistered), rights and interests
     in copyrights, works protectable by copyright, copyright registrations and
     copyright applications; (b) all extensions and renewals of any of the
     foregoing; (c) all income, royalties, damages and payments now or hereafter
     due and/or payable under any of the foregoing or with respect to any of the
     foregoing, including, without limitation, damages or payments for past,
     present or future infringements of any of the foregoing; (d) the right to
     sue for past, present and future


                                       2
<PAGE>   56


     infringements of any of the foregoing; and (e) all rights corresponding to
     any of the foregoing throughout the world.

     "Documents" means all "documents" (as defined in the Code) or other
receipts covering, evidencing or representing goods now owned or hereafter
acquired by Company including, without limitation, all bills of lading, dock
warrants, dock receipts, warehouse receipts and orders for the delivery of
goods, and any other document which in the regular course of business or
financing is treated as adequately evidencing that the Person in possession of
it is entitled to receive, hold and dispose of the document and the goods it
covers.

     "Event of Default" means a material breach by Company of this Security
Agreement or the Consulting Agreement, which remains uncured after the lapse of
thirty (30) days following the date Secured Party gives written notice to
Company thereof. For the avoidance of doubt, such material breach shall include
any failure by Company to timely make the payments required by Section 2(a) of
the Consulting Agreement or to provide the benefits required by Section 2(c) of
the Consulting Agreement.

     "General Intangibles" means all "general intangibles" (as defined in the
Code) now owned or hereafter created or acquired by Company including, without
limitation, (a) all agreements, leases, licenses and contracts to which Company
is or may become a party; (b) all obligations or indebtedness owing to Company
(other than Accounts) or other rights to receive payments of money from whatever
source arising and all collateral security therefor; (c) all tax refunds and tax
refund claims; (d) all Patents, Trademarks and Copyrights; (e) all choses in
action and causes of action; and (f) all trade secrets and other confidential
information relating to the business of Company including, without limitation:
the names and addresses of, and credit and other business information
concerning, Company's past, present or future customers; the prices which
Company obtains for its services or at which it sells merchandise; policies and
procedures pertaining to the sale and design of equipment, components, devices
and services furnished by Company; information concerning suppliers of Company;
and information concerning the manner of operation, business plans, projections,
and all other information of any kind or character, whether or not reduced to
writing, with respect to the conduct by Company of its business not generally
known by the public.

     "Guaranteed Payments" mean any payments due or to become due to the Company
pursuant to any Contract or License which are payable without contingency,
including without limitation any such payments made as advance or up-front
payments.

     "Instruments" means all "instruments", "chattel paper" and "letters of
credit" (each as defined in the Code) in which Company now has or hereafter
acquires any rights including, without limitation, all checks, drafts, notes,
bonds, debentures and certificates of deposit.

     "Intellectual Property" means any and all Licenses, Patents, Copyrights,
Trademarks, and the goodwill associated with such Trademarks.

     "Inventory" means all "inventory" (as defined in the Code) now owned or
hereafter acquired by Company, wherever located, including, without limitation,
finished goods, raw materials, work in process and other materials and supplies
(including packaging and shipping


                                       3
<PAGE>   57


materials) used or consumed in the manufacture or production thereof and goods
which are returned to or repossessed by Company.

     "License" means any Copyright License, Patent License, Trademark License or
other license of rights or interests now held or hereafter acquired by Company.

     "Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease
or title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the Code or
comparable law of any jurisdiction).

     "Patent License" means rights under any written agreement now owned or
hereafter acquired by Company granting any right with respect to any invention
on which a Patent is in existence.

     "Patent Security Agreements" means, if necessary to create and perfect the
Security Interests contemplated by this Security Agreement, any Patent Security
Agreements made in favor of Secured Party by Company.

     "Patents" means collectively all of the following now owned or hereafter
created or acquired by Company: (a) all patents and patent applications and the
inventions and improvements described and claimed therein, and patentable
inventions; (b) the reissues, divisions, continuations, renewals, extensions and
continuations-in-part of any of the foregoing; (c) all income, royalties,
damages and payments now or hereafter due and/or payable under any of the
foregoing or with respect to any of the foregoing, including, without
limitation, damages and payments for past, present and future infringements of
any of the foregoing; (d) the right to sue for past, present and future
infringements of any of the foregoing; and (e) all rights corresponding to any
of the foregoing throughout the world.

     "Person" means any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation, limited
liability company, institution, public benefit corporation, other entity or
government (whether federal, state, county, city, municipal, local, foreign, or
otherwise, including any instrumentality, division, agency, body or department
thereof).

     "Proceeds" means all "proceeds" (as defined in the Code) of, and all other
profits, rentals or receipts, in whatever form, arising from the collection,
sale, lease, exchange, assignment, licensing or other disposition of, or
realization upon, any Collateral including, without limitation, all claims of
Company against third parties for loss of, damage to or destruction of, or for
proceeds payable under, or unearned premiums with respect to, policies of
insurance with respect to any Collateral, and any condemnation or requisition
payments with respect to any Collateral, in each case whether now existing or
hereafter arising.

     "Reference Rate" means the per annum rate of interest publicly announced
from time to time by the Bank of America as its prime rate (or reference rate).
Any change in the Reference


                                       4
<PAGE>   58



Rate shall take effect at the opening of business on the day specified in the
public announcement of such change. Notwithstanding the foregoing, in no event
shall the rate of interest payable by any party hereto under this Security
Agreement exceed the maximum rate permitted by applicable law with respect to
such payments under this Security Agreement.

     "Secured Obligations" has the meaning assigned to that term in Section 3.

     "Security Interests" means the Liens granted pursuant to Section 2 hereof,
as well as all other security interests created or assigned as additional
security for the Secured Obligations pursuant to the provisions of this Security
Agreement, the Consulting Agreement, the Letter Agreement and the other
Documentation.

     "Trademark License" means rights under any present or future agreement by
the Company granting any rights to use any Trademark.

     "Trademark Security Agreements" means the Trademark Security Agreements
made in favor of Secured Party by Company.

     "Trademarks" means all of the following now owned or hereafter adopted or
acquired by Company: (a) all trademarks, trade names, corporate names, business
names, trade styles, service marks, logos, other source or business identifiers,
prints and labels on which any of the foregoing have appeared or appear, designs
and general intangibles of like nature (whether registered or unregistered), all
registrations and recordings thereof, and all applications in connection
therewith, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any state or territory thereof, or any other country or any
political subdivision thereof; (b) all reissues, extensions or renewals thereof;
and (c) all goodwill associated with or symbolized by any of the foregoing.

          (b) Other Definition Provisions. References to "Sections,"
"subsections," "Exhibits" and "Schedules" shall be to Sections, subsections,
Exhibits and Schedules, respectively, of this Security Agreement unless
otherwise specifically provided. Any of the terms defined in subsection 1.1 may,
unless the context otherwise requires, be used in the singular or the plural
depending on the reference. All references to statutes and related regulations
shall include (unless otherwise specifically provided herein) any amendments of
same and any successor statutes and regulations.

     29.   Grant of Lien

          (a) To secure the prompt and complete payment, performance and
observance of all of the Secured Obligations, Company hereby grants, assigns,
conveys, mortgages, pledges, hypothecates and transfers to Secured Party, for
the benefit of Secured Party, a Lien upon all of its right, title and interest
in, to and under all of the following property, whether now owned by or owing
to, or existing or hereafter acquired or arising in favor of Company (including
under any trade names, styles or derivations thereof), and whether owned or
consigned by or to, or leased from or to, Company, and regardless of where
located (all being collectively referred to herein as the "Collateral"):



                                       5
<PAGE>   59


          (i)   all Accounts;

          (ii)  all Chattel Paper;

          (iii) all Contracts;

          (iv)  all Intellectual Property;

          (v)   all General Intangibles; and

          (vi)  to the extent not otherwise included, all Proceeds and products
                of the foregoing and all accessions to, substitutions and
                replacements for, and rents and profits of, each of the
                foregoing.

     30. Security for Secured Obligations

     This Security Agreement secures the payment and performance in full of all
of the Company's obligations under the Consulting Agreement (including, without
limitation, the Company's obligation to pay to Secured Party the Base
Compensation pursuant to Sections 2(a) and 5 thereof and to provide to Secured
Party the benefits listed in Sections 2, 3 and 5 thereof, and all indebtedness,
liabilities and obligations of Company now existing or hereafter created or
arising under this Security Agreement and all renewals, extensions,
restructurings and refinancings of any of the above (all such indebtedness,
liabilities and obligations of Company being collectively referred to herein as
the "Secured Obligations").

     31. Company Remains Liable

          (a) It is expressly agreed by Company that: (i) nothing provided for
herein shall relieve Company of any liability under any of its Contracts or any
of its Licenses or its obligations to observe and perform all of its duties and
obligations to be observed and performed by it thereunder; (ii) the exercise by
Secured Party of any of its rights hereunder shall not release Company from any
of its duties or obligations under its Contracts and Licenses; (iii) Secured
Party shall not have any obligation or liability under any Contract or License
by reason of or arising out of this Security Agreement or a granting herein of a
Security Interest thereon or the receipt by Secured Party of any payment
relating to any Contract or License pursuant hereto; and (iv) Secured Party
shall not be obligated to perform or fulfill any of the obligations or duties of
Company under or pursuant to any Contract or License, or to make any payment, or
to make any inquiry as to the nature or the sufficiency of any payment received
by it or the sufficiency of any performance by any party under any Contract or
License thereunder, or to present or file any claims, or to take any action to
collect or enforce any performance or the payment of any amounts which may have
been assigned to it or to which it may be entitled at any time or times.

          (b) If an Event of Default shall have occurred and be continuing,
Secured Party may in Secured Party's own name, or in the name of a nominee of
Secured Party communicate (by mail, telephone, facsimile or otherwise) with
Account Debtors, parties to Contracts, obligors in respect of Instruments and
obligors in respect of Chattel Paper to verify with such Persons, to Secured
Party's satisfaction, the existence, amount, terms of, and any other matter
relating to, any such Accounts, Contracts, Instruments or Chattel Paper. If an
Event of Default shall have


                                       6
<PAGE>   60



occurred and be continuing, Company, at its own expense, shall provide all
reports required to be delivered to Secured Party hereunder, and cause the
independent certified public accountants then engaged by Company to prepare and
deliver to Secured Party promptly upon Secured Party's reasonable request the
following reports with respect to Company: (i) a reconciliation of all Accounts;
(ii) an aging of all Accounts; (iii) trial balances; and (iv) a test
verification of such Accounts as Secured Party may reasonably request.

     32. Additional Acknowledgements

     The Company and Secured Party each hereby acknowledge and agree that:

          (a) Binding Obligation. This Agreement is the legally valid and
binding obligation of Company, enforceable against it in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws or equitable principles relating to
or limiting creditor's rights generally.

          (b) Perfection. This Security Agreement is effective to create a valid
and continuing Lien on and, upon the filing of the appropriate financing
statements in the jurisdictions listed on Schedule I hereto, a perfected Lien in
favor of Secured Party, on the Collateral with respect to which a Lien may be
perfected by filing pursuant to the Code. Such Lien is prior to all other Liens
and is enforceable as such as against any and all creditors of and purchasers
from Company. All action by Company necessary or desirable to protect and
perfect such Lien on each item of Collateral has been duly taken or will be duly
taken as of the Closing Date.

          (c) Intellectual Property. Upon filing of the Copyright Security
Agreements with the United States Copyright Office and filing of the Trademark
Security Agreements with the United State Patent and Trademark Office and the
filing of appropriate financing statements in the jurisdictions listed on
Schedule I hereto, all action necessary or desirable to protect and perfect
Secured Party's Lien on Company's Patents, Trademarks or Copyrights shall have
been duly taken.

          (d) Governmental Authorizations; Consents. No authorization, approval
or other action by, and no notice to or filing with, any domestic or foreign
governmental authority or regulatory body or consent of any other Person is
required either (a) for the grant by Company of the Security Interests granted
hereby or for the execution, delivery or performance of this Agreement by
Company or (b) for the perfection of or the exercise by Secured Party of its
rights and remedies hereunder (except as may have been taken by or at the
direction of Company or Secured Party).

          (e) Noncontravention. The consummation of the transactions
contemplated by this Agreement and the compliance by Company with all the terms
and provisions of this Agreement and the Consulting Agreement will not violate,
conflict with or result in the breach of any term or provision of the charter
documents, articles of incorporation or by-laws of Company, or constitute a
material default under or result in a violation of any existing indenture,
contract, agreement, or other instrument to which Company is a party or by which
it or any of its properties are bound.


                                       7
<PAGE>   61



     33. Further Assurances; Covenants

          (a) Other Documents and Actions. Company will, from time to time, at
its expense, promptly execute and deliver all further instruments and documents
and take all further action that may be necessary or desirable, that Secured
Party may reasonably request, in order to create, perfect and protect the
Security Interests granted or purported to be granted hereby, under any other
Documentation or to enable Secured Party to exercise and enforce its rights and
remedies hereunder, under any other Documentation with respect to any
Collateral, including, without limitation, any such instruments, documents or
actions required as a result of the name change of the Company to National
Lampoon. Without limiting the generality of the foregoing, Company will: (a)
execute and file such financing or continuation statements, or amendments
thereto and such other instruments, documents or notices, as may be necessary or
desirable, as Secured Party may reasonably request, in order to create, perfect
and preserve the Security Interests granted or purported to be granted hereby or
pursuant to any other Documentation; (b) at any reasonable time during normal
business hours, upon reasonable advance notice by Secured Party, exhibit the
Collateral to allow inspection of the Collateral by Secured Party or Persons
designated by Secured Party and to examine and make copies of the records of
Company related thereto, and to discuss the Collateral and the records of
Company with respect thereto with, and to be advised as to the same, by
Company's officers and employees (except as necessary or desirable to exercise
its remedies after an Event of Default, Secured Party will use any confidential,
non-public information he obtains pursuant to the foregoing provisions of this
clause (b) only for the purpose of monitoring the Collateral, and shall not
disclose any such information to any third party, other than (i) to affiliates,
employees, agents and advisors, including, without limitation, attorneys,
accountants, consultants, investment bankers and financial advisors, and (ii) as
required by law or governmental or judicial proceeding or arbitration; for the
purposes of this agreement, information will not be considered confidential or
non-public if it (x) is or becomes available to the public other than as a
result of disclosure by Secured Party or his representatives, (y) was available
to Secured Party or his representatives on a non-confidential basis prior to
receipt from the Company, or (z) becomes available on a non-confidential basis
from a source other than the Company or its representatives) and, after the
occurrence and during the continuance of an Event of Default, in the case of the
Accounts or General Intangibles, with any Person which is or may be obligated
thereon; (c) upon Secured Party's reasonable request, appear in and defend any
action or proceeding that may materially negatively affect Company's title to or
Secured Party's Security Interest in the Collateral; (d) use reasonable efforts
to secure all consents and approvals necessary or appropriate for the assignment
to or for the benefit of Secured Party of any License or Contract held by
Company or in which Company has any rights not heretofore assigned; (e) if
reasonably practicable and not materially detrimental to Company's ongoing
business operations, transfer Collateral to Secured Party's possession if a Lien
on such Collateral can be perfected only by possession, and if requested by
Secured Party, (f) use reasonable efforts to obtain signed acknowledgements of
Secured Party's Liens from banks holding Company's depository accounts and
bailees having possession of Company's goods; and (g) take all steps necessary
to perfect Secured Party's Security Interest in any electronic chattel paper in
accordance with the Code as revised effective July 1, 2001. At any time after
the occurrence and during the continuance of an Event of Default, if any amount
payable under or in connection with any of the Collateral is or shall become
evidenced by any Instrument, such Instrument, other than checks and notes
received in


                                       8
<PAGE>   62


the ordinary course of business, shall be duly endorsed in a manner satisfactory
to Secured Party immediately upon Company's receipt thereof.

          (b) Secured Party Authorized. Company hereby authorizes Secured Party
to file one or more financing or continuation statements, and amendments thereto
(or similar documents required by any laws of any applicable jurisdiction),
relating to all or any part of the Collateral without the signature of Company
where permitted by law.

          (c) Corporate or Name Change. Except for a name change to National
Lampoon, Company will give Secured Party at least thirty (30) days' prior
written notice of any change in Company's name, identity, mailing address or
corporate structure. With respect to any such change, Company will promptly
execute and deliver such documents and take such actions as Secured Party
reasonably deems necessary or desirable to create, perfect and preserve the
Security Interests.

          (d) Business Locations. Subject to the next sentence, Company will
keep the Collateral at the locations specified on Schedule II or such other
locations as shall hereafter be specified by Company in writing on at least
thirty (30) days' advance notice. Company covenants and agrees that in the event
(a) the name or any trade name of Company is to be changed or modified in any
manner, (b) Company proposes to acquire or use a new trade name, (c) the chief
executive office of Company is to be relocated to a place other than its present
address as stated in Schedule II hereof, or (d) the Collateral is relocated to a
place other than the locations specified in Section II hereof, then Company
shall provide thirty (30) days' prior written notice to Secured Party and, prior
to making any such change or modification, shall execute and deliver to Secured
Party such further documents and do such other acts and things as Secured Party
may reasonably request in order to carry out the purposes of this Security
Agreement including, without limitation, the execution and delivery of financing
statements, amendments, copyright assignments and mortgages, and laboratory
pledgeholder agreements, necessary or desirable to continue and/or perfect the
Security Interests.

          (e) Account Covenants. Except as otherwise provided in this subsection
6.5, Company shall continue to use commercially reasonable business efforts to
collect, at its own expense, all amounts due or to become due Company under the
Accounts arising from the Collateral (the "Collateral Accounts") and apply such
amounts as are so collected to the outstanding balances thereof. In connection
with such collections, Company shall take such action as Company reasonably
deems necessary or advisable to enforce collection of the Collateral Accounts;
provided, that Secured Party shall have the right at any time after the
occurrence and during the continuance of an Event of Default to: (a) notify the
customers or obligors under any Collateral Accounts of the assignment of such
Collateral Accounts to Secured Party and to direct such customers or obligors to
make payment of all amounts due or to become due directly to Secured Party; (b)
enforce collection of any such Collateral Accounts; and (c) adjust, settle or
compromise the amount or payment of such Collateral Accounts. After the
occurrence and during the continuance of an Event of Default, all amounts and
Proceeds received by Company with respect to the Collateral Accounts shall be
received in trust for the benefit of Secured Party (on behalf of Secured Party),
shall be segregated from other funds of Company and shall be forthwith paid over
to Secured Party in the same form as so received (with any necessary
endorsement). Except in the ordinary course of the Company's business,


                                       9
<PAGE>   63




Company shall not adjust, settle or compromise the amount or payment of any
Collateral Account, or release wholly or partly any customer or obligor thereof,
or allow any credit or discount thereon without the prior written consent of
Secured Party.

          (f) Intellectual Property. Company hereby quitclaims, assigns and
transfers to Secured Party all of Company's right, title and interest in any of
its Patents, Trademarks or Copyrights which the Company abandons while this
Security Agreement is in effect if, and only if, in the exercise of its sole
discretion the Company elects to abandon any such Patents, Trademarks or
Copyrights. In such event, Company shall execute any documents required to
effectuate such transfer. Company shall use reasonable efforts to obtain any
consents, waivers or agreements necessary to enable Secured Party to exercise
its remedies with respect to the Patents, Trademarks and Copyrights.

          (i) Company shall notify Secured Party promptly if it knows that any
application or registration relating to any Patent, Trademark or Copyright (now
or hereafter existing) may expire, become abandoned or enter the public domain,
or of any adverse determination or development (including the institution of, or
any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court)
regarding Company's ownership of or right to exploit or use any Patent,
Trademark or Copyright, its right to register the same, or to keep and maintain
the same.

          (ii) Company shall provide (on a quarterly basis) a list to Secured
Party of all filings of applications for the registration of any Patent,
Trademark or Copyright with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency, and, upon
request of Secured Party, Company shall execute and deliver any and all Patent
Security Agreements, Copyright Security Agreements or Trademark Security
Agreements as Secured Party may request to evidence and perfect Secured Party's
Lien on such Patent, Trademark or Copyright, and the General Intangibles of
Company relating thereto or represented thereby.

          (iii) Company shall take all actions necessary or reasonably requested
by Secured Party to maintain and pursue each application, each registration
issuing therefrom, and to maintain the registration of each of the Patents,
Trademarks and Copyrights (now or hereafter existing), including the timely
filing of applications for renewal, affidavits of continued use, affidavits of
incontestability, unless Company elects in its sole discretion to abandon any
such Patents, Trademarks or Copyrights.

          (iv) In the event that any of the Patent, Trademark or Copyright
Collateral is materially infringed upon, misappropriated or diluted by a third
party, Company shall notify Secured Party promptly after Company learns thereof.

          (v) Company shall notify Secured Party on a quarterly basis of all new
Contracts or other arrangements involving any Intellectual Property (present or
hereafter acquired), including any licensing or exploitation of any Intellectual
Property.




                                       10
<PAGE>   64


          (g) Protection of Collateral. Company will do nothing to impair the
rights of Secured Party in the Collateral. Without limiting the foregoing,
Company shall not enter into any Contracts or Licenses which prohibit the
granting of the Security Interest hereunder. Company assumes all liability and
responsibility in connection with the Collateral acquired by it, and the
liability of Company to pay the Secured Obligations shall in no way be affected
or diminished by reason of the fact that such Collateral may be lost, stolen,
damaged, or for any reason whatsoever unavailable to Company.

          (h) Taxes and Claims. Company will pay when due all property and other
taxes, assessments and governmental charges imposed upon, and all claims
against, the Collateral (including claims for labor, materials and supplies);
provided that no such tax, assessment or charge need be paid if Company is
contesting the same in good faith by appropriate proceedings promptly instituted
and diligently conducted and if Company has established such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP; and
provided further that the same can be contested without material risk of loss or
forfeiture or material impairment of the Collateral or the use thereof.

          (i) Collateral Description. Company will furnish to Secured Party,
from time to time upon Secured Party's reasonable request (but no more
frequently than quarterly), statements and schedules further identifying and
describing the Collateral and such other information, reports and evidence
concerning the Collateral (and in particular the Intellectual Property) as
Secured Party may reasonably request, all in reasonable detail.

          (j) Use of Collateral. Company will not use or knowingly permit any
Collateral to be used unlawfully or in violation of any provision of applicable
law.

          (k) Records of Collateral. Company shall, at its own cost and expense,
keep full and accurate books and records relating to the Collateral (including a
record of any and all payments received and any and all credits granted with
respect to the Collateral) and shall stamp or otherwise mark such books and
records in such manner as Secured Party may reasonably request indicating that
the Collateral is subject to the Security Interests.

          (l) Compliance with Terms of Accounts, etc. In all material respects,
Company will perform and comply with all obligations in respect of its Accounts,
Contracts and Licenses and all other agreements to which it is a party or by
which it is bound relating to the Collateral.

          (m) Indemnification. In any suit, proceeding or action brought by or
against Secured Party relating to any Account, Contract or General Intangible
for any sum owing thereunder or to enforce any provision of any Account,
Contract or General Intangible, Company will save, indemnify and keep Secured
Party harmless from and against all expense (including reasonable attorneys'
fees and expenses), loss or damage suffered by reason of any defense, setoff,
counterclaim, recoupment or reduction of liability whatsoever of the obligor
thereunder, arising out of a breach by Company, after the Closing Date, of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability owing to, or in favor of, such obligor or its successors from Company.
All such obligations of Company shall be and remain enforceable against and only
against Company and shall not be enforceable against Secured Party.


                                       11
<PAGE>   65


          (n) Notices. Company will advise Secured Party promptly, in reasonable
detail, (i) of any Lien or claim made or asserted against any of the Collateral,
and (ii) of the occurrence of any other event which would have a material
adverse effect on the aggregate value of the Collateral or on the Security
Interests created hereunder or under the Consulting Agreement or any other
Documentation.

     34. Transfers and Other Liens; Advance Payments; Nondisturbance

     (a) Company shall not:

          (i) sell, lease, license, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, any of the
Collateral, except in the ordinary course of business as the Company deems
reasonably necessary or desirable; provided, however, that in no event shall
Company (without the prior written consent of Secured Party) sell, lease,
license, assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, all or substantially all of its right, title
and interest in the Collateral;

          (ii) enter into any transaction under which Company purports to sell,
lease, license, assign (by operation of law or otherwise) or otherwise dispose
of, or grant any option with respect to, any of the Collateral, if any other
party to such transaction is an Affiliate of any of the Purchasers (as such term
is defined in Rule 12b-2 of the Securities and Exchange Act of 1934, as
amended), without the prior written consent of Secured Party, or approval of a
majority of the disinterested directors of the Company and a written fairness
opinion submitted in the good faith judgment of the Company's board of directors
(based upon the advice of a financial advisor of nationally recognized standing)
which shall be provided to Secured Party prior to the effectiveness of any such
transaction; or

          (iii) create, permit or suffer to exist, and will defend the
Collateral against, and take such other action as is necessary to remove, any
Lien on the Collateral, and will defend the right, title and interest of Secured
Party in and to any of Company's rights under the Collateral against the claims
and demands of all Persons whomsoever.

     (b) If the Advance Payments made or to be made pursuant to a Contract or
License to which the Company is a party exceed fifty percent (50%) of the total
Guaranteed Payments due to the Company pursuant to such Contract or License,
then the Company shall remit upon receipt twenty-five percent (25%) of each such
Advance Payment to Secured Party, for application to the obligations of the
Company to pay Base Compensation pursuant to Sections 2(a) and 5 of the
Consulting Agreement (to be applied pro rata as of the date of payment to each
remaining such Base Compensation payment); provided, however, that the Company
shall have no such obligation to remit any such payments with respect to any
Contract or License with a term of three (3) years or less.

     (c) Secured Party shall enter into a customary nondisturbance agreement
with the applicable licensee with respect to each License permitted pursuant
hereto.

     35. Remedies


                                       12
<PAGE>   66





               (1) If any Event of Default shall have occurred and be
continuing, Secured Party may exercise in respect of the Collateral, all rights
and remedies provided for herein, under the Consulting Agreement, under the
other Documentation or any rights and remedies otherwise available to it;
provided, however, that only in the event of failure by Company to timely make
the payments required by Section 2(a) of the Consulting Agreement, or an uncured
material breach of Section 7 of this Agreement, Secured Party may exercise all
the rights and remedies of a secured party on default under the Code; and in any
other Event of Default, Secured Party shall obtain appropriate relief from a
court of law. Company agrees that, to the extent notice of sale shall be
required by law, at least ten (10) days' notice to Company of the time and place
of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. Secured Party shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. Secured
Party may adjourn any public or private sale no more than twice without
re-noticing by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. Company shall not contend that any sale is commercially unreasonable
on the grounds that the sale was adjourned up to two times without re-noticing.
To the maximum extent permitted by applicable law, Company waives all claims,
damages, and demands against Secured Party arising out of the repossession,
retention or sale of the Collateral except such as arise solely out of the gross
negligence or willful misconduct of Secured Party as finally determined by a
court of competent jurisdiction.

     (b) Company acknowledges and agrees that a breach of any of the covenants
contained in Sections 6, 7 and 8 hereof will cause irreparable injury to Secured
Party and that Secured Party has no adequate remedy at law in respect of such
breaches and therefore agrees, without limiting the right of Secured Party to
seek and obtain specific performance of other obligations of Company contained
in this Security Agreement, that the covenants of Company contained in the
Sections referred to in this Section shall be specifically enforceable against
Company.

     (c) Except as otherwise specifically provided herein, Company hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by
applicable law) of any kind in connection with this Security Agreement or any
Collateral.

     36. Assigned Agreements

     If an Event of Default has occurred and is continuing, Company hereby
irrevocably authorizes and empowers Secured Party, without limiting any other
authorizations or empowerments contained in any of the other Documentation, to
assert, either directly or on behalf of Company, any claims Company may have,
from time to time, against any other party to any of the agreements to which
Company is a party or to otherwise exercise any right or remedy of Company under
any such agreements (including, without limitation, the right to enforce
directly against any party to any such agreement all of Company's rights
thereunder, to make all demands and give all notices and to make all requests
required or permitted to be made by Company thereunder).

     37. Limitation on Duty of Secured Party with Respect to Collateral




                                       13
<PAGE>   67


     Secured Party shall use reasonable care with respect to the Collateral in
its possession or under its control. Secured Party shall have no other duty as
to any Collateral in its possession or control or in the possession or control
of any agent or nominee of Secured Party, or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto. Secured Party shall not be liable or responsible for any loss or damage
to any of the Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any warehouseman, carrier, forwarding agency,
consignee or other Secured Party or bailee selected by Secured Party in good
faith.

     38. Application of Proceeds

     Upon the occurrence and during the continuance of an Event of Default, the
proceeds of any sale of, or other realization upon, all or any part of the
Collateral shall be applied towards payment of the Secured Obligations. Company
shall remain liable for any deficiency if the proceeds of any sale or
disposition of the Collateral are insufficient to pay all Secured Obligations,
including any attorneys' fees or other expenses incurred by Secured Party to
collect such deficiency.

     39. Expenses

     Company shall pay all reasonable out-of-pocket costs, fees and expenses of
protecting, storing, warehousing, appraising, insuring, handling, maintaining
and shipping the Collateral, all costs, fees and expenses of creating,
perfecting, maintaining and enforcing the Security Interests, and any and all
excise, property, sales and use taxes imposed by any federal, state, local or
foreign authority on any of the Collateral, or with respect to periodic
appraisals and inspections of the Collateral, or with respect to the sale or
other disposition thereof. If Company fails to promptly pay any portion of the
above costs, fees and expenses when due or to perform any other obligation of
Company under this Security Agreement, Secured Party may, at its option, but
shall not be required to, pay or perform the same and charge Company's account
for all fees, costs and expenses incurred therefor, and Company agrees to
reimburse Secured Party therefore on demand. All sums so paid or incurred by
Secured Party for any of the foregoing, any and all other sums for which Company
may become liable hereunder and all fees, costs and expenses (including
attorneys' fees, legal expenses and court costs) incurred by Secured Party in
enforcing or protecting the Security Interests or any of their rights or
remedies under this Security Agreement shall be payable on demand, shall
constitute Secured Obligations, shall bear interest until paid at the Reference
Rate in effect from time to time, and shall be secured by the Collateral.

     40. Termination of Security Interests; Release of Collateral

     Upon payment in full of all Secured Obligations constituting obligations to
make Base Compensation payments pursuant to the Consulting Agreement, the
Security Interests and this Security Agreement shall terminate. Upon such
termination of the Security Interests, Secured Party will, at the expense of
Company, execute and deliver to Company such documents as Company shall
reasonably request to evidence the termination of the Security Interests.

     41. Reinstatement.

                                       14
<PAGE>   68



     This Security Agreement and the Security Interests shall remain in full
force and effect and continue to be effective should any petition be filed by or
against Company for liquidation or reorganization, should Company become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of
Company's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Secured Obligations,
or any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the Secured
Obligations, whether as a "voidable preference," "fraudulent conveyance," or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

     42. Notices

     All notices, approvals, requests, demands and other communications
hereunder shall be given in writing and (a) if to Company, to Company's address
set forth in the Letter Agreement and (b) if to Secured Party, to Secured
Party's address set forth in the Letter Agreement, in each case in accordance
with the notice provisions of the Letter Agreement

     43. Successors and Assigns

     This Security Agreement and all obligations of Company hereunder shall be
binding upon the successors and assigns of Company (including any debtor in
possession on behalf of Company) and shall, together with the rights and
remedies of Secured Party, inure to the benefit of Secured Party, all future
holders of any instrument evidencing any of the Secured Obligations and their
respective successors and assigns. No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or
instrument evidencing the Secured Obligations or any portion thereof or interest
therein shall in any manner affect the Security Interests granted to Secured
Party hereunder. Company may not assign, sell, hypothecate or otherwise transfer
any interest in or obligation under this Security Agreement.

     44. Limitation by Law

     All rights, remedies and powers provided in this Security Agreement may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law, and all the provisions of this Security Agreement
are intended to be subject to all applicable mandatory provisions of law that
may be controlling and to be limited to the extent necessary so that they shall
not render this Security Agreement invalid, unenforceable, in whole or in part,
or not entitled to be recorded, registered or filed under the provisions of any
applicable law.

     45. Governing Law/ Waiver of Jury Trial. IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND
THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE
LAWS OF THE


                                       15
<PAGE>   69




UNITED STATES OF AMERICA. COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CITY OF LOS ANGELES, CALIFORNIA,
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN COMPANY AND SECURED PARTY PERTAINING TO THIS SECURITY AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, PROVIDED, THAT
COMPANY AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF LOS ANGELES COUNTY, AND,
PROVIDED, FURTHER, NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE
TO PRECLUDE SECURED PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
SECURED PARTY. COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND COMPANY
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.

     BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON
AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR
RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, BETWEEN SECURED PARTY AND COMPANY ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION
WITH, THIS SECURITY AGREEMENT OR ANY OF THE OTHER DOCUMENTATION OR THE
TRANSACTIONS RELATED HERETO OR THERETO.

     46. Failure or Indulgence Not Waiver; Remedies Cumulative

     No failure or delay on the part of either party in the exercise of any
power, right or privilege hereunder shall impair such power, right or privilege
or be construed to be a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or any other right, power or privilege. A
waiver by either party of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which such party would
otherwise have had on any future occasion. All rights and remedies existing
under this Security Agreement are cumulative


                                       16
<PAGE>   70


to, and not exclusive of, any rights or remedies otherwise available. No
amendment, modification, termination or waiver of any provision of this Security
Agreement shall be effective unless the same shall be in writing signed by
Secured Party and Company.

     47. Headings

     Section and subsection headings in this Security Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Security Agreement for any other purpose or be given any substantive effect.

     48. Counterparts

     This Security Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument and any of
the parties hereto may execute this Security Agreement by signing any such
counterpart.

     49. Survival

     All representations and warranties of Company contained in this Security
Agreement shall survive the execution and delivery of this Security Agreement.

     50. No Strict Construction.

     The parties hereto have participated jointly in the negotiation and
drafting of this Security Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Security Agreement shall be construed as
if drafted jointly by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Security Agreement.

     51. Advice Of Counsel.


     Each of the parties represents to each other party hereto that it has
discussed this Security Agreement and, specifically, the provisions of Section
18, with its counsel.


     52. Benefit Of Secured Party.

     All Security Interests granted or contemplated hereby shall be for the
benefit of Secured Party, and all proceeds or payments realized from the
Collateral in accordance herewith shall be applied to the Secured Obligations in
accordance with the terms of this Security Agreement.

     53. Severability.

     Whenever possible, each provision of this Security Agreement shall be
interpreted in a manner as to be effective and valid under applicable law, but
if any provision of this Security Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Security Agreement. This Security Agreement
is to be read, construed and applied together with the Consulting Agreement, the
Letter


                                       17
<PAGE>   71


Agreement and the other Documentation which, taken together, set forth the
complete understanding and agreement of Secured Party and Company with respect
to the matters referred to herein and therein.




                                       18
<PAGE>   72



     Witness the due execution hereof by the respective duly authorized officers
of the undersigned as of the date first written above.

                                    J2 COMMUNICATIONS
                                    as Debtor


                                    By:
                                       --------------------------------------
                                    Title:
                                          -----------------------------------





                                     -----------------------------------------
                                     James P. Jimirro, as Secured Party




                                       19
<PAGE>   73


                                   SCHEDULE I

                              FILING JURISDICTIONS

1.       California
2.       New York



                                       20
<PAGE>   74



                                   SCHEDULE II

      CHIEF EXECUTIVE OFFICE, LOCATIONS OF BOOKS AND RECORD AND COLLATERAL

1.   Chief Executive Office and Location of Books and Records: 10850 Wilshire
     Boulevard, Suite 1000, Los Angeles, California 90024

2.   Other Locations of Collateral: See attached list of Intellectual Property
     (which does not include unregistered marks and works and does not in any
     event purport to be a complete list).



                                       21
<PAGE>   75


                ATTACHMENT TO SCHEDULE II TO SECURITY AGREEMENT:
                      INTELLECTUAL PROPERTY AS OF 2/28/01

TRADEMARKS

 2/9/1     (Item 1 from file: 226)
DIALOG(R)File 226:TRADEMARKSCAN(R)-US FED
(c) 2001 THOMSON & THOMSON. All rts. reserv.

          04437015
NATIONAL LAMPOON'S CHESS MANIAC 5 BILLION AND 1
          INTL CLASS:  16 (Paper Goods & Printed Matter)
          U.S. CLASS:  38 (Prints & Publications)
          STATUS: Registered
          GOODS/SERVICES: INSTRUCTION AND USER MANUALS SOLD IN CONNECTION
            WITH COMPUTER GAME PROGRAMS
          SERIAL NO.: 74-437,015
          REG. NO.: 1,893,092
          REGISTERED: May 9, 1995
          FIRST USE: April 2, 1993 (Intl Class 16)
          FIRST COMMERCE: April 2, 1993 (Intl Class 16)
          FILED: September 15, 1993
          PUBLISHED: February 14, 1995
          ORIGINAL APPLICANT: J2 COMMUNICATIONS (California Corporation),
            10850 WILSHIRE BOULEVARD, SUITE 1000, LOS ANGELES, CA (California),
            90024, USA (United States of America)
          OWNER AT PUBLICATION: J2 COMMUNICATIONS (California Corporation),
            10850 WILSHIRE BOULEVARD, SUITE 1000, LOS ANGELES, CA
            (California), 90024, USA (United States of America)
          DISCLAIMS: "CHESS"
          FILING CORRESPONDENT: SHARON E. MEIERAN, BROBECK, PHLEGER &
            HARRISON, TWO EMBARCADERO PLACE, 2200 GENG ROAD, PALO ALTO, CA
            94303

 2/9/2     (Item 2 from file: 226)
DIALOG(R)File 226:TRADEMARKSCAN(R)-US FED
(c) 2001 THOMSON & THOMSON. All rts. reserv.

          04428321
NATIONAL LAMPOON'S CHESS MANIAC 5 BILLION AND 1
          INTL CLASS:  28 (Toys & Sporting Goods)
          U.S. CLASS:  22 (Games, Toys, & Sporting Goods)
                       38 (Prints & Publications)
          STATUS: Registered
          GOODS/SERVICES: COMPUTER GAME PROGRAMS
          SERIAL NO.: 74-428,321
          REG. NO.: 1,888,591
          REGISTERED: April 11, 1995
          FIRST USE: April 2, 1993 (Intl Class 28)
          FIRST COMMERCE: April 2, 1993 (Intl Class 28)
          FILED: August 23, 1993
          PUBLISHED: January 17, 1995
          ORIGINAL APPLICANT: J2 COMMUNICATIONS (California Corporation),
            10850 WILSHIRE BOULEVARD, SUITE 1000, LOS ANGELES, CA (California),
            90024, USA (United States of America)
          OWNER AT PUBLICATION: J2 COMMUNICATIONS (California Corporation),



                                       22
<PAGE>   76


            10850 WILSHIRE BOULEVARD, SUITE 1000, LOS ANGELES, CA (California),
            90024, USA (United States of America)
          DISCLAIMS: "CHESS"
          FILING CORRESPONDENT: SHARON E. MEIERAN, BROBECK, PHLEGER &
            HARRISON, TWO EMBARCADERO PLACE, 2200 GENG ROAD, PALO ALTO, CA
            94303

 2/9/3     (Item 3 from file: 226)
DIALOG(R)File 226:TRADEMARKSCAN(R)-US FED
(c) 2001 THOMSON & THOMSON. All rts. reserv.

          04386687    * TRADEMARK IMAGE AVAILABLE *
NATIONAL LAMPOON'S LAUGH BOAT COMEDY CRUISE      and Design
          INTL CLASS:  39 (Transportation & Storage Services)
          T&T INTL CLASS:  41 (Education & Entertainment Services)
          U.S. CLASS: 105 (Transportation & Storage Services)
                      107 (Education & Entertainment Services)
          STATUS: Abandoned - Failure To Respond
          GOODS/SERVICES: CRUISE SHIP SERVICES
          SERIAL NO.: 74-386,687
          FIRST USE: December 1992 (Intl Class 39)
          FIRST COMMERCE: December 1992 (Intl Class 39)
          FILED: May 5, 1993
          ABANDONED: August 24, 1995
          ORIGINAL APPLICANT: J2 COMMUNICATIONS (California Corporation),
            10850 WILSHIRE BLVD, #1000, LOS ANGELES, CA (California),
            90024, USA (United States of America)
          DISCLAIMS: "DOLPHIN CRUISE LINES"
          FILING CORRESPONDENT: J2 COMMUNICATIONS, 10850 WILSHIRE BLVD,
            #1000, LOS ANGELES, CA  90024
          DESIGN CODES:
            26      (GEOMETRIC FIGURES & SOLIDS)
            2601    (CIRCLES)
            260110  (UNALTERED CIRCLES)
            260131  (CIRCLES CONTAINING ONLY LETTERS OR NUMERALS (INCLUDING
                    PUNCTUATION))
            260136  (CIRCLES WITH LINES BARS OR BANDS GOING THROUGH OR
                    CONTAINED WITHIN)
            2619    (LINES, BARS OR BANDS GOING THROUGH OR CONTAINED WITHIN
                    GEOMETRIC FIGURES)
            261901  (STRAIGHT LINES, BARS OR BANDS GOING THROUGH OR
                    CONTAINED WITHIN GEOMETRIC FIGURES)
            261907  (HORIZONTAL LINES, BARS OR BANDS GOING THROUGH OR
                    CONTAINED WITHIN GEOMETRIC FIGURES)
            06      (SCENERY)
            0603    (SCENERY WITH WATER, RIVERS OR STREAMS)
            060303  (OPEN SEA, STRETCHES OF WATER WITHOUT SHORE, MULTIPLE
                    WAVES)
            02      (HUMAN BEINGS)
            0211    (PARTS OF THE HUMAN BODY, EXCLUDING HEADS)
            021106  (TEETH, DENTURES, BITE MARKS)
            18      (TRANSPORT; EQUIPMENT FOR ANIMALS; TRAFFIC SIGNS)
            1807    (VEHICLES FOR USE ON WATER, AMPHIBIOUS VEHICLES)
            180712  (RECREATIONAL MOTOR BOATS, MOTOR YACHTS)
            180708  (STEAMSHIPS, OCEAN LINERS)
            260137  (CIRCLES THAT ARE COMPLETELY OR PARTIALLY SHADED)


                                       23
<PAGE>   77


 2/9/4     (Item 4 from file: 226)
DIALOG(R)File 226:TRADEMARKSCAN(R)-US FED
(c) 2001 THOMSON & THOMSON. All rts. reserv.

          02362163
NATIONAL LAMPOON
          INTL CLASS:  16 (Paper Goods & Printed Matter)
          U.S. CLASS:  38 (Prints & Publications)
          STATUS: Renewed
          GOODS/SERVICES: MAGAZINE
          SERIAL NO.: 72-362,163
          REG. NO.: 907,211
          REGISTERED: February 2, 1971
          FIRST USE: March 5, 1970 (U.S. Class 38)
          FIRST COMMERCE: March 5, 1970 (U.S. Class 38)
          FILED: June 9, 1970
          PUBLISHED: November 17, 1970
          RENEWED IN OG: May 28, 1991
          AFFIDAVIT SEC.: 8-15
          ORIGINAL REGISTRANT: NATIONAL LAMPOON, INC. (New York
            Corporation), 635 MADISON AVE., NEW YORK, NY (New York), 10022,
            USA (United States of America)
          1ST NEW OWNER ENTERED AFTER REGISTRATION: NL COMMUNICATIONS, INC.
            (New York Corporation), 155 AVENUE OF THE AMERICAS, NEW YORK,
            NY (New York), 10013, USA (United States of America)
          RENEWAL OWNER: NL COMMUNICATIONS, INC. (New York Corporation),
            155 AVENUE OF THE AMERICAS, NEW YORK, NY (New York), 10013, USA
            (United States of America)
            Renewed: February 2, 1991
          ASSIGNEE(S): J2 COMMUNICATIONS (California Corporation)
            Assignor(s): NL COMMUNICATIONS (New York Corporation)
            Reel/Frame: 0701/0780
            Recorded: April 2, 1990
            Brief: SECURITY INTEREST
          ASSIGNEE(S): NL COMMUNICATIONS, INC. (New York Corporation)
            Assignor(s): NATIONAL LAMPOON, INC. (New York Corporation)
            Reel/Frame: 0762/0153
            Recorded: January 10, 1991
            Brief: CHANGE OF NAME EFFECTIVE AUG. 27, 1979
          ASSIGNEE(S): WARNER PUBLISHER SERVICES, INC. (New York
            Corporation), 666 FIFTH AVENUE, NEW YORK, NY (New York), 10103,
            USA (United States of America)
            Assignor(s): NL COMMUNICATIONS, INC. (New York Corporation),
            155 AVENUE OF THE AMERICAS, NEW YORK, NY (New York), 10013, USA
            (United States of America)
            Reel/Frame: 0847/0332
            Recorded: February 28, 1992
            Brief: SECURITY INTEREST
          ASSIGNEE(S): ITC DISTRIBUTION, INC. (Corporation), 12711 VENTURA
            BLVD., THIRD FLOOR, STUDIO CITY, CA (California), 91604, USA
            (United States of America)
            Assignor(s): NL COMMUNICATIONS, INC. (Corporation), 10850
            WILSHIRE BLVD., STE. 1000, C/O J2 COMMUNICATIONS, INC., LOS
            ANGELES, CA (California), 90024, USA (United States of America)
            Reel/Frame: 0855/0182



                                       24
<PAGE>   78

            Recorded: March 20, 1992
            Brief: LICENSE
          ASSIGNEE(S): NL COMMUNICATIONS, INC. (California Corporation),
            10850 WILSHIRE BOULEVARD, SUITE 1000, LOS ANGELES, CA
            (California), 90024, USA (United States of America)
            Assignor(s): WARNER PUBLISHER SERVICES, INC. (New York
            Corporation)
            Reel/Frame: 0898/0998
            Recorded: October 22, 1992
            Brief:  RELEASE OF LIEN AND SECURITY INTEREST IN TRADEMARK
          ASSIGNEE(S): J2 COMMUNICATIONS (California Corporation), 10850
            WILSHIRE BLVD., SUITE 1000, LOS ANGELES, CA (California),
            90024, USA (United States of America)
            Assignor(s): NL COMMUNICATIONS, INC. (New York Corporation)
            Reel/Frame: 0923/0217
            Recorded: December 24, 1992
            Brief: ASSIGNS THE ENTIRE INTEREST AND GOOD WILL
          ASSIGNEE(S): NL COMMUNICATIONS, INC. (Corporation), 10850
            WILSHIRE BLVD., SUITE 100LOS ANGELES, CA  90024
            Assignor(s): ITC DISTRIBUTION, INC. (Corporation)
            Reel/Frame: 0934/0125
            Recorded: December 11, 1992
            Brief: RELEASED BY SECURED PARTY
          FILING CORRESPONDENT: JOHN K. ARMSTRONG, CARTER, LEDYARD &
            MILBURN, 2 WALL STREET, NEW YORK, NY  10005




                                       25
<PAGE>   79

COPYRIGHTS
----------

 2/9/1
DIALOG(R)File 120:U.S. Copyrights

          09718467
Notice of exercise of option.
          PARTY OF THE FIRST:  National Lampoon, Inc.
          PARTY OF THE SECOND: Warner Brothers, a division of Time Warner
            Entertainment Company, LP, as successor-in-interest to Warner
            Brothers, Inc.
          DOC TYPE: Assignment of Copyright
          WORKS: Vacation '58. By John Hughes.
          DATE(s) OF EXECUTION: August 29, 1996
          DATE RECORDED: October 08, 1996
          MICROFILM: V003292 P220


 2/9/2
DIALOG(R)File 120:U.S. Copyrights

          07854901
Copyright security interest release.
          PARTY OF THE FIRST:  Warner Publisher Services, Inc.
          PARTY OF THE SECOND: National Lampoon, Inc.
          DOC TYPE: Assignment of Copyright
          WORKS: Heavy metal; megazine.
          DATE(s) OF EXECUTION: as of January 28, 1992
          DATE RECORDED: July 13, 1992
          MICROFILM: V002781 P283


 2/9/3
DIALOG(R)File 120:U.S. Copyrights

          07626076
National Lampoon true facts 1992 calendar / by John Bendel.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered 92255
          REGISTRATION NUMBER: TX3223950
          DATE REGISTERED: September 12, 1991 (19910912)
          DATE OF CREATION: 1991
          DATE OF PUBLICATION: August 10, 1991
          AUTHOR(s): Bendel, John; National Lampoon, Inc
          APPLICATION AUTHOR(s): compilation of text: National Lampoon,
            Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          NLS/BPH RIGHTS: Both braille and phonorecords
          MISCELLANEOUS: C.O. corres.


 2/9/4
DIALOG(R)File 120:U.S. Copyrights

          07037660



                                       26
<PAGE>   80


No title given.  Financing statement.
          PARTY OF THE FIRST:  National Lampoon Inc.
          PARTY OF THE SECOND: Warner Publisher services, Inc.
          DOC TYPE: Assignment of Copyright
          DATE(s) OF EXECUTION: March 11, 1989; date of cert.: November 27,
            1990
          DATE RECORDED: February 11, 1991
          MICROFILM: V002620 P205


 2/9/5
DIALOG(R)File 120:U.S. Copyrights

          06834849
National Lampoon comedy playoffs.
          CLASS:  PA (Performing Arts); unpublished
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PAu1434923
          DATE REGISTERED: September 20, 1990 (19900920)
          PREVIOUS REGISTRATION/PUBLICATION: Musical compositions
            preexisting.
          DATE OF CREATION: 1989
          AUTHOR(s): National Lampoon, Inc
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: videography, compilation, editing,
            soundtrack, and new comedy sketches.
          NOTES: Cataloged from appl.
          REGISTRATION DEPOSIT: 1 videocassette.


 2/9/6
DIALOG(R)File 120:U.S. Copyrights

          06682958
National Lampoon true facts 1991 calendar / by John Bendel.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX2906982
          DATE REGISTERED: August 07, 1990 (19900807)
          DATE OF CREATION: 1990
          DATE OF PUBLICATION: July 16, 1990
          AUTHOR(s): Bendel, John; National Lampoon, Inc
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: compilation.
          NLS/BPH RIGHTS: Both braille and phonorecords
          MISCELLANEOUS: C.O. corres.


 2/9/7
DIALOG(R)File 120:U.S. Copyrights

          06170080
Statement of copyright ownership (copyright owner: Bill Franzen)
          PARTY OF THE FIRST:  National Lampoon, Inc.



                                       27
<PAGE>   81


          PARTY OF THE SECOND: Franzen, Bill
          DOC TYPE: Assignment of Copyright
          WORKS: 37 years. (In National lampoon, Sept. 1984)
          DATE(s) OF EXECUTION: January 12, 1988
          DATE RECORDED: January 29, 1988
          MICROFILM: V002336 P030


 2/9/8
DIALOG(R)File 120:U.S. Copyrights

          06143662
Assignment of copyright.
          PARTY :  National Lampoon, Inc.
          PARTY OF THE SECOND: Ginsberg, Allen.
          DOC TYPE: Assignment of Copyright
          WORKS: Moral majority; article. (In National lampoon, Nov. 1985)
                   TX 1-688-882 (1985)
          DATE(s) OF EXECUTION: no date given
          DAT RECORDED: January 29, 1986
          MICROFILM: V002171 P458


 2/9/9
DIALOG(R)File 120:U.S. Copyrights

          06141454
Adventures of Hercules & 6 other titles.  By Mark Marek.  Confirmation of
copyrt owner: Mark Marek)
          PARTY OF THE FIRST:  National Lampoon, Inc.
          PARTY OF THE SECOND: Marek, Mark
          DOC TYPE: Assignment of Copyright
          WORKS: Adventures of Herculesnal lampoon, Feb. 1984 et
                   al.) Nos. 1-275-407, 1-326-005 & 1-456-819 (1984)
                 Exploitations of Hercules. (In National lampoon, May 1984)
                   No. 1-349-455 (l984)
                 The Many & heroic adventures of Hercules. (In National
                   lampoon, June 1984) No. 1-352-688 (l984)
                 The Strongest, bravest comic on earth. (In National
                   lampoon, July 1984) No. 1-383-533 (l984)
                 Las Venturas de Hercules. (In National lampoon, Sept.
                   1984) No. 1-408-020 (1984)
                 The Deeds of Hercules. (In National lampoon, Oct. 1984)
                   No. 1-425-928 (1984)
                 The Full & part time labours of Hercules. (In National
                   lampoon, Dec. 1984) No. 1-476-774 (l984)
          DATE(s) OF EXECUTION: February 19, 1986
          DATE RECORDED: February 26, 1986
          MICROFILM: V002160 P174


 2/9/10
DIALOG(R)File 120:U.S. Copyrights

          06106368
Assignment of copyright.
          PARTY OF THE FIRST:  National Lampoon, Inc.



                                       28
<PAGE>   82


          PARTY OF THE SECOND: Chast, Roz.
          DOC TYPE: Assignment of Copyright
          WORKS: The Imperfect hostess. (In National lampoon, Feb. 1981)
                   No. 675-911 (1981)
          DATE(s) OF EXECUTION: May 10, 1984
          DATE RECORDED: May 17, 1984
          MICROFILM: V001984 P326


 2/9/11
DIALOG(R)File 120:U.S. Copyrights

          06102489
R. M. S. "Tyrannic" & 6 other titles.  By Bruce McCall.  Assignment of
copyright.
          PARTY OF THE FIRST:  National Lampoon, Inc.
          PARTY OF THE SECOND: McCall, Bruce.
          DOC TYPE: Assignment of Copyright
          WORKS: R. M. S. "Tyrannic." (In National lampoon, Apr. 1974)
                   B918611 (1974)
                 My own stamp album. (In National lampoon, May 1974)
                   B925057 (1974)
                 Airdreme. (In National lampoon, May 1974) B925057 (1974)
                 Popular workbench. (In National lampoon, July 1973)
                   B848924 (1973)
                 Nazi regalia for gracious living. (In National lampoon,
                   Sept. 1973) B860635 (1973)
                 Buglemobiles 1946. (In National lampoon, Apr. 1979) TX
                   347-673 (1979)
                 Swillmart. National lampoon Sunday newspaper parody
                   (special) TX 347-662 (1978)
          DATE(s) OF EXECUTION: June 16, 1982
          DATE RECORDED: January 27, 1983
          MICROFILM: V001958 P197


 2/9/12
DIALOG(R)File 120:U.S. Copyrights

          06102488
Soviet-mechnod-foto hello & 4 other titles.  By Bruce McCall.  Assignment
of copyright.
          PARTY OF THE FIRST:  National Lampoon, Inc.
          PARTY OF THE SECOND: McCall, Bruce.
          DOC TYPE: Assignment of Copyright
          WORKS: Soviet-mechnod-foto hello. (In National lampoon, July
                   1973) B848924 (1973)
                 Bulgemobiles 1958. (In National lampoon, Apr. 1972)
                   B740465 (1972)
                 Stewardesses of the emerging nations. (In National
                   lampoon, Aug. 1979) TX 347-670 (1979)
                 DeSoto discovers the Mississippi. (In National lampoon,
                   Jan. 1976)
                 Zeppelin. (In National lampoon, Jan. 1975) B988340 (1974)
          DATE(s) OF EXECUTION: June 16, 1982
          DATE RECORDED: January 27, 1983
          MICROFILM: V001958 P196



                                       29
<PAGE>   83


 2/9/13
DIALOG(R)File 120:U.S. Copyrights

          04749474
National Lampty joke book.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
        literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX1797519
          DATE REGISTERED: April 15, 1986 (19860415)
          DATE OF CREATION: 1986
          DATE OF PUBLICATION: March 27, 1986
          AUTHOR(s): National Lampoon, Inc
          OWNER(s):  National Lampoon, Inc.
          IN NOTICE: notice: 1985
          NOTES: Cataloged from appl.


 2/9/14
DIALOG(R)File 120:U.S. Copyrights

          04665996
National Lampoon son of cartoons even we wouldn't dare print II : a sequel.
          APPLICATION TITLE: Cartoons even we wouldn't dare print II
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX1622171
          DATE REGISTERED: July 25, 1985 (19850725)
          DATE OF CREATION: 1985
          DATE OF PUBLICATION: July 22, 1985
          AUTHOR(s): National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon; [National Lampoon, Inc]
          NOTES: Spine ti.: Son of cartoons even we wouldn't dare print II,
            a sequel.
          IMPRINT: [S.l.] : National Lampoon Magazine, c1985.
          REGISTRATION DEPOSIT: 1 v.

 2/9/15
DIALOG(R)File 120:U.S. Copyrights

          04341611
National Lampoon peekers and other true facts / edited by John Bendel ; designed
by David Kaestle and Leslie Engel.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX945741
          DATE REGISTERED: June 23, 1982 (19820623)
          DATE OF CREATION: 1982



                                       30
<PAGE>   84

          DATE OF PUBLICATION: June 01, 1982
          AUTHOR(s): Bendel, John; Kaestle, David; Engel, Leslie; National
            Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: compilation of material from past
            National Lampoon magazines & some new material.
          NOTES: Spine ti.: National Lampoon's Peekers and other true facts
            . Cover ti.: National Lampoon presents peekers and other true facts.
          IMPRINT: [s.l.] : National Lampoon Magazine, c1982.
          REGISTRATION DEPOSIT: 95 p.


 2/9/16
DIALOG(R)File 120:U.S. Copyrights

          04325027
Hitler's favorite cartoons / Lee Binswanger, Simon Bond, Randall Borchers ...
[et al.]
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: S (Miscellaneous)
          STATUS: Registered
          REGISTRATION NUMBER: TX907682
          DATE REGISTERED: April 21, 1982 (19820421)
          DATE OF CREATION: 1982
          DATE OF PUBLICATION: March 25, 1982
          AUTHOR(s): Binswanger, Lee; Bond, Simon; Borchers, Randall;
            National Lampoon, Inc
          APPLICATION AUTHOR(s): collective work: National Lampoon, Inc.,
            employer for hire.
          OWNER(s):  National Lampoon, Inc.
          NOTES: Spine ti.: National Lampoon presents Hitler's favorite
            cartoons.
          REGISTRATION DEPOSIT: 1 v.

 2/9/17
DIALOG(R)File 120:U.S. Copyrights

          04276612
National Lampoon true facts / edited by John Bendel.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX808981
          DATE REGISTERED: December 03, 1981 (19811203)
          DATE OF CREATION: 1981
          DATE OF PUBLICATION: July 21, 1981
          AUTHOR(s): Bendel, John; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: compilation of material from past
            National Lampoon magazines.
          NOTES: Spine ti.: True facts.
          REGISTRATION DEPOSIT: 92 p.



                                       31
<PAGE>   85

          MISCELLANEOUS: C.O. corres.

 2/9/18
DIALOG(R)File 120:U.S. Copyrights

          04149639
National Lampoon foto funnies.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: S (Miscellaneous)
          STATUS: Registered
          REGISTRATION NUMBER: TX544611
          DATE REGISTERED: July 08, 1980 (19800708)
          DATE OF CREATION: 1980
          DATE OF PUBLICATION: June 26, 1980
          AUTHOR(s): National Lampoon, Inc
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: compilation of work from the first
            10 years of National lampoon.
          IMPRINT: New York : National Lampoon Magazine, c1980.
          REGISTRATION DEPOSIT: 90 p.


 2/9/19
DIALOG(R)File 120:U.S. Copyrights

          04147624
National Lampoon tenth anniversary anthology, 1970-1980 / [edited and designed
by the staff of National Lampoon].
          APPLICATION TITLE: Tenth anniversary anthology
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX540642
          DATE REGISTERED: March 25, 1980 (19800325)
          PREVIOUS REGISTRATION/PUBLICATION: Material prev. pub. in
            National lampoon.
          DATE OF CREATION: 1980
          DATE OF PUBLICATION: January 07, 1980
          AUTHOR(s): National Lampoon, Inc
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: editorial selection, compilation &
            introd.
          IN NOTICE: notice: 1979
          IMPRINT: New York : National Lampoon : distributed by Simon &
            Schuster, c1979.
          REGISTRATION DEPOSIT: 318 p.
          MISCELLANEOUS: C.O. corres.


 2/9/20
DIALOG(R)File 120:U.S. Copyrights

          04079894
Jeff Greenfield's Book of books / by Jeff Greenfield, with contributions by
Gerry Sussman, Sean Kelly, Ellis Weiner and Danny Abelson ; designed by



                                       32
<PAGE>   86


Peter Kleinman ; edited by Sean Kelly.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          d
          REGISER: TX402260
  ATE REGISTERED: November 16, 1979 (19791116)
          PREVIOUS REGISTRATION/PUBLICATION: Prev. pub. in National Lampoon
            magazines.
          DATE OF CREATION: 1979
          DATE OF PUBLICATION: September 01, 1979
          AUTHOR(s): Sussman, Gerry; Kelly, Sean; Weiner, Ellis; Abelson,
            Danny; Kleinman, Peter; Greenfield, Jeff; National Lampoon, Inc
          APPLICATION AUTHOR(s): collective work: National Lampoon, Inc.,
            employer for hire.
          OWNER(s):  Greenfield, Jeff & National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: collection & additions.
          IMPRINT: New York : National Lampoon, c1979.
          REGISTRATION DEPOSIT: 1 v.
          MISCELLANEOUS: C.O. corres.


 2/9/21
DIALOG(R)File 120:U.S. Copyrights

          04076866
National Lampoon's Cartoons even we wouldn't dare print : a collection of
thoroughly reprehensible cartoons / by Sam Gross, John Caldwell, Charles
Rodriguez ... [et al.] ; edited by Sean Kelly and John Weidman ; art directed by
Michael Gross.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: S (Miscellaneous)
          STATUS: Registered
          REGISTRATION NUMBER: TX396473
          DATE REGISTERED: November 05, 1979 (19791105)
          PREVIOUS REGISTRATION/PUBLICATION: Preexisting material:
            collection of cartoons.
          DATE OF CREATION: 1979
          DATE OF PUBLICATION: May 15, 1979
          AUTHOR(s): Gross, Sam; Caldwell, John; Rodriguez, Charles; Kelly,
            Sean; Weidman, John; Gross, Michael; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          IMPRINT: New York : National Lampoon Magazine, c1979.
          REGISTRATION DEPOSIT: 1 v.
          MISCELLANEOUS: C.O. corres.


 2/9/22
DIALOG(R)File 120:U.S. Copyrights

          04072319
The National Lampoon's Animal house book / written and edited by Chris Miller ;
art directed by Peter Kleinman ; designed by Judith Jacklin ; photography by
John Shannon and Christine M. Loss.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic



                                       33
<PAGE>   87

            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX384974
          DATE REGISTERED: November 19, 1979 (19791119)
          PREVIOUS REGISTRATION/PUBLICATION: Appl. identifies photos. &
            screenplay text as preexisting material.
          DATE OF CREATION: 1978
          DATE OF PUBLICATION: August 15, 1978
          AUTHOR(s): Miller, Chris; Kleinman, Peter; Jacklin, Judith;
            Shannon, John; Loss, Christine M.; Ramis, Harold; Kenney,
            Douglas; Landis, John; Simmons, Matty; Reitman, Ivan; National
            Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: "additional text, compilation,
            editing."
          NOTES: From the screenplay by Harold Ramis, Douglas Kenney &
            Chris Miller and the Universal film directed by John Landis and
            produced by Matty Simmons and Ivan Reitman.
          IMPRINT: [s.l.] : 21st Century Communications, Book Div., c1978.
          REGISTRATION DEPOSIT: 115 p.
          MISCELLANEOUS: C.O. corr.


 2/9/23
DIALOG(R)File 120:U.S. Copyrights

          04069962
The Iron on book : sixteen original designs for your chest / National Lampoon ;
[art directed by Peter Kleinman].
          APPLICATION TITLE: National Lampoon--the iron on book
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: S (Miscellaneous)
          STATUS: Registered
          REGISTRATION NUMBER: TX379403
          DATE REGISTERED: August 31, 1979 (19790831)
          DATE OF CREATION: 1976
          DATE OF PUBLICATION: March 30, 1976
          AUTHOR(s): Kleinman, Peter; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          IMPRINT: New York : National Lampoon Magazine, c1976.
          REGISTRATION DEPOSIT: 1 v.
          MISCELLANEOUS: C.O. corres.


 2/9/24
DIALOG(R)File 120:U.S. Copyrights

          04062794
National Lampoon, slightly higher in Canada : an unassuming anthology of
Canadian-type material from the pages of the National Lampoon / edited by Sean
Kelly and Ted Mann ; copy edited by Susan Devins.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered



                                       34
<PAGE>   88



          REGISTRATION NUMBER: TX365426
          DATE REGISTERED: November 07, 1979 (19791107)
          DATE OF CREATION: 1978
          DATE OF PUBLICATION: December 01, 1978
          AUTHOR(s): Kelly, Sean; Mann, Ted; Devins, Susan; National
            Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          IMPRINT: New York : National Lampoon, c1978.
          REGISTRATION DEPOSIT: 1 v.


 2/9/25
DIALOG(R)File 120:U.S. Copyrights

          04054339
National Lampoon Sunday newspaper parody / conceived and edited by P. J.
O'Rourke ; designed, and art directed by Skip Johnson ; associate editor,
John Hughes ; writers, P. J. O'Rourke, John Hughes, Ted Mann, Tod Carroll.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX347662
          DATE REGISTERED: August 31, 1979 (19790831)
          DATE OF CREATION: 1978
          DATE OF PUBLICATION: June 27, 1978
          AUTHOR(s): ORourke, P. J.; Johnson, Skip; Hughes, John; Mann, Ted
            ; Carroll, Tod; National Lampoon
          APPLICATION AUTHOR(s): fiction & satire: National Lampoon
            magazine, employer for hire.
          OWNER(s):  National Lampoon, Inc.
          NOTES: Sequel to the 1964 high school yearbook.
          IMPRINT: New York : Natonal Lampoon, c1978.
          REGISTRATION DEPOSIT: 8 v. in folder.


 2/9/26
DIALOG(R)File 120:U.S. Copyrights

          03994812
National Lampoon, another dirty book / edited by P. J. O'Rourke, Peter
Kaminsky, and Elsie Cagan.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX232406
          DATE REGISTERED: March 29, 1979 (19790329)
          DATE OF CREATION: 1978
          DATE OF PUBLICATION: March 06, 1979
          AUTHOR(s): ORourke, P. J.; Kaminsky, Peter; Cagan, Elsie;
            National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: introd., compilation & editing.
          IMPRINT: New York : New American Library, c1979.



                                       35
<PAGE>   89

          NLS/BPH RIGHTS: Braille only
          REGISTRATION DEPOSIT: 180 p.


 2/9/27
DIALOG(R)File 120:U.S. Copyrights

          00399120
National Lampoon All-new true facts ....
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1937589
            Registered: October 21, 1986 (19861021). (National Lampoon,
            Inc.)
            Issue: no. 3, 1986
            Created: 1986
            Published: August 27, 1986
          AUTHOR(s): National Lampoon, Inc
          OWNER(s):  National Lampoon, Inc.
          NOTES: Frequency unknown. Cover ti.: National Lampoon True facts.
            Special ed. of: National Lampoon. Description based on: No. 3,
            1986.
          IMPRINT: New York : National Lampoon.


 2/9/28
DIALOG(R)File 120:U.S. Copyrights

          00226481
National Lampoon ... anniversary anthology/ [edited and designed by the staff of
National Lampoon].
          APPLICATION TITLE: Anniversary anthology.
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX521124
            Registered: June 19, 1980 (19800619). (National Lampoon, Inc.)
            Issue: v. 1, 1970-74. Tenth anniversary. -- ISBN 0-930368-51-7
            Created: 1980
            Published: April 15, 1980 (in notice: 1979)
          REGISTRATION NUMBER: TX580087
            Registered: November 06, 1980 (19801106). (National Lampoon,
            Inc.)
            Issue: v. 2, 1974-79
            Created: 1980
            Published: August 11, 1980
          AUTHOR(s): National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: compilation.
          NOTES: Frequency unknown. Description based on: Vol. 2, 1974-79.
          IMPRINT: New York : National Lampoon.


 2/9/29
DIALOG(R)File 120:U.S. Copyrights

          00200497



                                       36
<PAGE>   90


Gentleman's bathroom companion .../ by the editors and writers of the National
Lampoon.
          APPLICATION TITLE: National Lampoon gentleman's bathroom
            companion ....
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX418991
            Registered: August 31, 1979 (19790831). (National Lampoon,
            Inc.)
            Issue: no. 2. (C.O. corres.)
            Created: 1977
            Published: June 12, 1977
          AUTHOR(s): National Lampoon; [National Lampoo     APPLICATION AUTHOR
(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          LIMITATION OR NEW MATTER: NM: anthology.
          NOTES: Frequency unknown. Description based on: No. 2.
          IMPRINT: New York : National Lampoon Magazine.


 2/9/30
DIALOG(R)File 120:U.S. Copyrights

          00183161
National Lampoon best of number .../ edited by P. J. O'Rourke ; designed
and art directed by Peter Kleinman ; with an introd. by John Weidman.
          CLASS:  TX (Textual Works); Seal
          STATUS: Registered
          REGISTRATION NUMBER: TX810136
            Registered: December 10, 1981 (19811210). (National Lampoon,
            Inc.)
            Issue: no. 9. Issue ti.: The Good parts 1978-80. (C.O. corres.)

            Created: 1981
            Published: September 22, 1981
          AUTHOR(s): ORourke, P. J.; Kleinman, Peter; Weidman, John;
            National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., loyer for hire.
          OWNER(s):  National Lampoon, Inc.; [The Good parts 1978-80]
          LIMITATION OR NEW MATTER: NM: compilation.
          NOTES: Frequency unknown. Other ti.: The Best of National Lampoon
            number .... Description based on: No. 8.
          IMPRINT: New York : National Lampoon Magazine.


 2/9/31
DIALOG(R)File 120:U.S. Copyrights

          00183160
National Lampoon best of number .../ edited by P. J. O'Rourke ; designed
and art directed by Peter Kleinman ; with an introd. by John Weidman.
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX418992
            Registered: August 31, 1979 (19790831). (National Lampoon,
            Inc.)



                                       37
<PAGE>   91

            Issue: no. 7
            Created: 1977
            Published: August 30, 1977
          AUTHOR(s): ORourke, P. J.; Kleinman, Peter; Weidman, John;
            National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon Magazine, employer for
            hire.
          OWNER(s):  National Lampoon, Inc.
          NOTES: Frequency unknown. Other ti.: The Best of National Lampoon
            number .... Description based on: No. 8.
          IMPRINT: New York : National Lampoon Magazine.


 2/9/32
DIALOG(R)File 120:U.S. Copyrighs

          00183159
National Lampoon best of number .../ edited by P. J. O'Rourke ; designed
and art directed by Peter Kleinman ; with an introd. by John Weidman.
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX347661
            Registered: August 31, 1979 (19790831). (National Lampoon,
            Inc.)
            Issue: no. 8. Appl. identifies work as anthology of past
            material from National Lampoon magazine
            Created: 1978
            Published: October 26, 1978
          AUTHOR(s): ORourke, P. J.; Kleinman, Peter; Weidman, John;
            National Lampoon Magazine
          APPLICATION AUTHOR(s): National Lampoon Magazine, employer for
            hire.
          OWNER(s):  National Lampoon, Inc.
          NOTES: Frequency unknown. Other ti.: The Best of National Lampoon
            .... Description based on: No. 8.
          IMPRINT: New York : National Lampoon Magazine.


 2/9/33
DIALOG(R)File 120:U.S. Copyrights

          00159763
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX3097183
            Registered: May 01, 1991 (19910501). (National Lampoon, Inc.
            (in notice: NL Communications, Inc.))
            Issue: v. 2, no. 127, May91
            Created: 1991
            Published: April 16, 1991
          REGISTRATION NUMBER: TX3128004
            Registered: August 27, 1991 (19910827). (National Lampoon, Inc.
            (in notice: NL Communications, Inc.))
            Issue: v. 2, no. 128, Jun91
            Created: 1991



                                       38
<PAGE>   92

            Published: May 16, 1991
          REGISTRATION NUMBER: TX3132814
            Registered: August 21, 1991 (19910821). (National Lampoon, Inc.
            (in notice: NL Communications, Inc.))
            Issue: v. 2, no. 129, Aug91
            Created: 1991
            Published: July 02, 1991
          REGISTRATION NUMBER: TX3136111
            Registered: August 28, 1991 (19910828). (National Lampoon, Inc.
            (in notice: NL Communications, Inc.))
            Issue: v. 2, no. 130, Sep91
            Created: 1991
            Published: August 13, 1991
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.

 2/9/34
DIALOG(R)File 120:U.S. Copyrights

          00159762
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX3032465
            Registered: April 03, 1991 (19910403). (National Lampoon, Inc.
            (in notice: NL Communications, Inc.))
            Issue: v. 2, no. 124, Feb91
            Created: 1990
            Published: January 15, 1991
          REGISTRATION NUMBER: TX3032466
            Registered: April 03, 1991 (19910403). (National Lampoon, Inc.
            (in notice: NL Communications, Inc.))
            Issue: v. 2, no. 125, Mar91
            Created: 1991
            Published: February 14, 1991
          REGISTRATION NUMBER: TX3034811
            Registered: April 03, 1991 (19910403). (National Lampoon, Inc.
            (in notice: NL Communications, Inc.))
            Issue: v. 2, no. 126, Apr91
            Created: 1991
            Published: March 14, 1991
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.



                                       39
<PAGE>   93


 2/9/35
DIALOG(R)File 120:U.S. Copyrights

          00159761
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2858033
            Registered: July 17, 1990 (19900717). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Aug90
            Created: 1990
            Published: June 13, 1990
          REGISTRATION NUMBER: TX2878499
            Registered: August 24, 1990 (19900824). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Oct90
            Created: 1990
            Published: August 16, 1990
          REGISTRATION NUMBER: TX2924929
            Registered: October 30, 1990 (19901030). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Dec90
            Created: 1990
            Published: October 16, 1990
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/36
DIALOG(R)File 120:U.S. Copyrights

          00159760
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2708426
            Registered: December 29, 1989 (19891229). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Feb90
            Created: 1989
            Published: December 14, 1989
          REGISTRATION NUMBER: TX2811501
            Registered: April 23, 1990 (19900423). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Mar-Apr90. Annual Sports illustrated swimsuit issue
            Created: 1990



                                       40
<PAGE>   94


            Published: February 15, 1990
          REGISTRATION NUMBER: TX2811500
            Registered: April 23, 1990 (19900423). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: May-Jun90. Special lust issue
            Created: 1990
            Published: April 17, 1990
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/37
DIALOG(R)File 120:U.S. Copyrights

          00159759
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2579005
            Registered: June 14, 1989 (19890614). (National Lampoon, Inc.)
            Issue: Aug89
            Created: 1989
            Published: June 13, 1989
          REGISTRATION NUMBER: TX2620993
            Registered: August 18, 1989 (19890818). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Oct89. Back to college issue
            Created: 1989
            Published: August 15, 1989
          REGISTRATION NUMBER: TX2670005
            Registered: October 27, 1989 (19891027). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Dec89
            Created: 1989
            Published: October 13, 1989
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.National Lampoon, Inc. (in
            notice: NL Communications, Inc.)
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/38
DIALOG(R)File 120:U.S. Copyrights

          00159758
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et



                                       41
<PAGE>   95


al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2502608
            Registered: February 24, 1989 (19890224). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Dec88
            Created: 1988
            Published: October 18, 1988
          REGISTRATION NUMBER: TX2526863
            Registered: November 02, 1988 (19881102). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Dec88. (C.O. corres.)
            Created: 1988
            Published: October 18, 1988
          REGISTRATION NUMBER: TX2466526
            Registered: December 23, 1988 (19881223). (National Lampoon,
            Inc.)
            Issue: v. 18, no. 5. Issue ti.: National Lampoon's cartoon book
            : the best of 18 years. NM: compilation
            Created: 1988
            Published: November 15, 1988
          REGISTRATION NUMBER: TX2465327
            Registered: December 23, 1988 (19881223). (National Lampoon.)
            Issue: v. 18, no. Feb89
            Created: 1988
            Published: December 20, 1988
          REGISTRATION NUMBER: TX2499560
            Registered: February 23, 1989 (19890223). (National Lampoon.)
            Issue: v. 18, no. Apr89
            Created: 1989
            Published: February 21, 1989
          REGISTRATION NUMBER: TX2528082
            Registered: April 14, 1989 (19890414). (National Lampoon.)
            Issue: v. 18, no. Jun89
            Created: 1989
            Published: April 13, 1989
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)National Lampoon, Inc.National Lampoon.
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/39
DIALOG(R)File 120:U.S. Copyrights

          00159757
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2368614
            Registered: March 25, 1988 (19880325). (National Lampoon (in



                                       42
<PAGE>   96


            notice: N L Communications, Inc.))
            Issue: Apr87
            Created: 1987
            Published: March 01, 1987
          REGISTRATION NUMBER: TX2368620
            Registered: March 25, 1988 (19880325). (National Lampoon (in
            notice: N L Communications, Inc.))
            Issue: Jun87
            Created: 1987
            Published: May 05, 1987
          REGISTRATION NUMBER: TX2336235
            Registered: June 13, 1988 (19880613). (National Lampoon.)
            Issue: Aug88. Issue ti.: True ofacts '88
            Created: 1988
            Published: June 14, 1988
          REGISTRATION NUMBER: TX2376066
            Registered: August 22, 1988 (19880822). (National Lampoon.)
            Issue: Oct88
            Created: 1988
            Published: August 18, 1988
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon (in notice: NL Communications, Inc.)
            National Lampoon.; [National Lampoon, Inc]
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/40
DIALOG(R)File 120:U.S. Copyrights

          00159756
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2280402
            Registered: April 11, 1988 (19880411). (National Lampoon (in
            notice: N L Communications, Inc.))
            Issue: Apr87
            Created: 1987
            Published: February 16, 1987
          REGISTRATION NUMBER: TX2280401
            Registered: April 11, 1988 (19880411). (National Lampoon (in
            notice: N L Communications, Inc.))
            Issue: Jun87
            Created: 1987
            Published: April 14, 1987
          REGISTRATION NUMBER: TX2215857
            Registered: December 21, 1987 (19871221). (National Lampoon.)
            Issue: v. 2, no. 103, Aug87
            Created: 1987
            Published: July 02, 1987
          REGISTRATION NUMBER: TX2218600
            Registered: December 24, 1987 (19871224). (National Lampoon.)



                                       43
<PAGE>   97


            Issue: issue of Feb88
            Created: 1987
            Published: December 17, 1987
          REGISTRATION NUMBER: TX2246544
            Registered: February 18, 1988 (19880218). (National Lampoon.)
            Issue: issue of Apr88
            Created: 1988
            Published: February 16, 1988
          REGISTRATION NUMBER: TX2299669
            Registered: April 18, 1988 (19880418). (National Lampoon.)
            Issue: issue of Jun88
            Created: 1988
            Published: April 14, 1988
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon (in notice: NL Communications, Inc.)
            National Lampoon.; [National Lampoon, Inc]
          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/41
DIALOG(R)File 120:U.S. Copyrights

          00159755
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2142606
            Registered: September 21, 1987 (19870921). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 104, Sep-Oct87
            Created: 1987
            Published: August 27, 1987
          REGISTRATION NUMBER: TX2165789
            Registered: October 07, 1987 (19871007). (National Lampoon.)
            Issue: v. 3, no. 2. Issue ti.: National Lampoon presents the
            untold story of the Iran-Contra affair / written by Larry
            Sloman, Andy Simmons, Michael Simmons, Dave Hanson ; designed
            by Chris Howland. -- A special rept. Appl. ti.: National
            Lampoon, the untold story of the Iran-Contra affair
            Created: 1987
            Published: September 28, 1987
          REGISTRATION NUMBER: TX2171738
            Registered: October 28, 1987 (19871028). (National Lampoon.)
            Issue: v. 3, no. Dec87
            Created: 1987
            Published: October 22, 1987
          AUTHOR(s): Hendra, Tony; Sloman, Larry; Simmons, Andy; Simmons,
            Michael; Hanson, Dave; Howland, Chris; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)National Lampoon.
          LIMITATION OR NEW MATTER: NM: compilation.



                                       44
<PAGE>   98


          NOTES: Monthly, with special eds. pub. quarterly. Masthead ti.:
            National Lampoon magazine. Description based on: Vol. 1, no.
            94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/42
DIALOG(R)File 120:U.S. Copyrights

          00159754
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX2011853
            Registered: December 30, 1986 (19861230). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Feb87
            Created: 1986
            Published: November 30, 1986
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          LIMITATION OR NEW MATTER: NM: compilation.
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/43
DIALOG(R)File 120:U.S. Copyrights

          00159753
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1858428
            Registered: May 27, 1986 (19860527). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Jun86
            Created: 1986
            Published: April 22, 1986
          REGISTRATION NUMBER: TX1841564
            Registered: June 09, 1986 (19860609). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Jul86
            Created: 1986
            Published: May 20, 1986
          REGISTRATION NUMBER: TX1885884
            Registered: August 13, 1986 (19860813). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Aug86
            Created: 1986
            Published: June 23, 1986
          REGISTRATION NUMBER: TX1890213



                                       45
<PAGE>   99


            Registered: August 13, 1986 (19860813). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Sep86
            Created: 1986
            Published: July 21, 1986
          REGISTRATION NUMBER: TX1919800
            Registered: September 22, 1986 (19860922). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Oct86
            Created: 1986
            Published: August 22, 1986
          REGISTRATION NUMBER: TX1936540
            Registered: October 20, 1986 (19861020). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Dec86
            Created: 1986
            Published: September 30, 1986
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          LIMITATION OR NEW MATTER: NM: compilation.
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/44
DIALOG(R)File 120:U.S. Copyrights

          00159752
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1723939
            Registered: December 23, 1985 (19851223). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 90, Jan86
            Created: 1985
            Published: December 23, 1985
          REGISTRATION NUMBER: TX1744842
            Registered: January 27, 1986 (19860127). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 91, Feb86
            Created: 1986
            Published: January 22, 1986
          REGISTRATION NUMBER: TX1791363
            Registered: February 26, 1986 (19860226). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 92, Mar86. (C.O. corres.)
            Created: 1986
            Published: February 22, 1986
          REGISTRATION NUMBER: TX1794559
            Registered: April 07, 1986 (19860407). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 93, Apr86. Doctors & lawyers issue



                                       46
<PAGE>   100


            Created: 1986
            Published: February 22, 1986
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          LIMITATION OR NEW MATTER: NM: compilation.
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/45
DIALOG(R)File 120:U.S. Copyrights

          00159751
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1582633
            Registered: May 29, 1985 (19850529). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Jun85
            Created: 1985
            Published: May 22, 1985
          REGISTRATION NUMBER: TX1617807
            Registered: June 25, 1985 (19850625). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Jul85
            Created: 1985
            Published: June 21, 1985
          REGISTRATION NUMBER: TX1634940
            Registered: July 29, 1985 (19850729). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Aug85
            Created: 1985
            Published: July 22, 1985
          REGISTRATION NUMBER: TX1658436
            Registered: August 28, 1985 (19850828). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: Sep85
            Created: 1985
            Published: August 23, 1985
          REGISTRATION NUMBER: TX1662714
            Registered: September 20, 1985 (19850920). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Oct85
            Created: 1985
            Published: September 23, 1985
          REGISTRATION NUMBER: TX1688882
            Registered: October 28, 1985 (19851028). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Nov85
            Created: 1985
            Published: October 22, 1985
          REGISTRATION NUMBER: TX1702932



                                       47
<PAGE>   101

            Registered: December 02, 1985 (19851202). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: Dec85
            Created: 1985
            Published: November 22, 1985
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          LIMITATION OR NEW MATTER: NM: compilation.
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/46
DIALOG(R)File 120:U.S. Copyrights

          00159750
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1476774
            Registered: November 26, 1984 (19841126). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 77, Dec84
            Created: 1984
            Published: November 22, 1984
          REGISTRATION NUMBER: TX1497995
            Registered: January 14, 1985 (19850114). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 78, Jan85
            Created: 1984
            Published: December 26, 1984
          REGISTRATION NUMBER: TX1515582
            Registered: January 29, 1985 (19850129). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 79, Feb85
            Created: 1985
            Published: January 22, 1985
          REGISTRATION NUMBER: TX1527380
            Registered: March 12, 1985 (19850312). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 80, Mar85. NM: compilation & additions
            Created: 1985
            Published: February 25, 1985
          REGISTRATION NUMBER: TX1553740
            Registered: April 03, 1985 (19850403). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 81, Apr85. NM: additions
            Created: 1985
            Published: March 25, 1985
          REGISTRATION NUMBER: TX1566445
            Registered: May 02, 1985 (19850502). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 82, May85



                                       48
<PAGE>   102


            Created: 1985
            Published: April 26, 1985
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/47
DIALOG(R)File 120:U.S. Copyrights

          00159749
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1349455
            Registered: April 26, 1984 (19840426). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 70, May84
            Created: 1984
            Published: April 22, 1984
          REGISTRATION NUMBER: TX1352688
            Registered: May 29, 1984 (19840529). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 71, Jun84
            Created: 1984
            Published: May 22, 1984
          REGISTRATION NUMBER: TX1383533
            Registered: June 28, 1984 (19840628). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 72, Jul84
            Created: 1984
            Published: June 22, 1984
          REGISTRATION NUMBER: TX1394294
            Registered: July 26, 1984 (19840726). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 73, Aug84
            Created: 1984
            Published: July 22, 1984
          REGISTRATION NUMBER: TX1408020
            Registered: August 24, 1984 (19840824). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 74, Sep84
            Created: 1984
            Published: August 22, 1984
          REGISTRATION NUMBER: TX1425928
            Registered: September 26, 1984 (19840926). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 75, Oct84
            Created: 1984
            Published: September 21, 1984
          REGISTRATION NUMBER: TX1456819
            Registered: October 29, 1984 (19841029). (National Lampoon,



                                       49
<PAGE>   103


            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 76, Nov84
            Created: 1984
            Published: October 22, 1984
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/48
DIALOG(R)File 120:U.S. Copyrights

          00159748
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1251409
            Registered: December 09, 1983 (19831209). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 65, Dec83
            Created: 1983
            Published: November 22, 1983
          REGISTRATION NUMBER: TX1272725
            Registered: January 06, 1984 (19840106). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 66, Jan84
            Created: 1983
            Published: December 22, 1983
          REGISTRATION NUMBER: TX1275407
            Registered: January 30, 1984 (19840130). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 67, Feb84
            Created: 1983
            Published: January 22, 1984
          REGISTRATION NUMBER: TX1303745
            Registered: March 05, 1984 (19840305). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 68, Mar84
            Created: 1984
            Published: February 22, 1984
          REGISTRATION NUMBER: TX1326005
            Registered: March 29, 1984 (19840329). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 69, Apr84
            Created: 1984
            Published: March 22, 1984
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.



                                       50
<PAGE>   104


          IMPRINT: New York : National Lampoon.


 2/9/49
DIALOG(R)File 120:U.S. Copyrights

          00159747
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX1190353
            Registered: June 24, 1983 (19830624). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 60, Jul83. (C.O. corres.)
            Created: 1983
            Published: June 21, 1983
          REGISTRATION NUMBER: TX1194913
            Registered: July 25, 1983 (19830725). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 61, Aug83. (C.O. corres.)
            Created: 1983
            Published: July 19, 1983
          REGISTRATION NUMBER: TX1193077
            Registered: August 25, 1983 (19830825). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 62, Sep83
            Created: 1983
            Published: August 23, 1983
          REGISTRATION NUMBER: TX1204103
            Registered: October 03, 1983 (19831003). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 63, Oct83
            Created: 1983
            Published: September 20, 1983
          REGISTRATION NUMBER: TX1230792
            Registered: October 31, 1983 (19831031). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 64, Nov83
            Created: 1983
            Published: October 25, 1983
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 2/9/50
DIALOG(R)File 120:U.S. Copyrights

          00159746
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial



                                       51
<PAGE>   105


          STATUS: Registered
          REGISTRATION NUMBER: TX1054013
            Registered: December 27, 1982 (19821227). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 54, Jan83
            Created: 1982
            Published: December 21, 1982
          REGISTRATION NUMBER: TX1053080
            Registered: January 28, 1983 (19830128). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 55, Feb83
            Created: 1983
            Published: January 25, 1983
          REGISTRATION NUMBER: TX1062587
            Registered: March 01, 1983 (19830301). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 56, Mar83
            Created: 1983
            Published: February 22, 1983
          REGISTRATION NUMBER: TX1089298
            Registered: April 05, 1983 (19830405). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 57, Apr83. Our annual swimsuit issue
            Created: 1983
            Published: March 22, 1983
          REGISTRATION NUMBER: TX1106578
            Registered: April 25, 1983 (19830425). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 58, May83
            Created: 1983
            Published: April 19, 1983
          REGISTRATION NUMBER: TX1119853
            Registered: May 27, 1983 (19830527). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 59, Jun83
            Created: 1983
            Published: May 24, 1983
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.



 1/9/51
DIALOG(R)File 120:U.S. Copyrights

          00159745
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX808982
            Registered: November 27, 1981 (19811127). (National Lampoon,



                                       52
<PAGE>   106



            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 41, Dec81
            Created: 1981
            Published: November 17, 1981
          REGISTRATION NUMBER: TX938965
            Registered: July 26, 1982 (19820726). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 49, Aug82
            Created: 1982
            Published: July 20, 1982
          REGISTRATION NUMBER: TX973106
            Registered: August 25, 1982 (19820825). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 50, Sep82
            Created: 1982
            Published: August 24, 1982
          REGISTRATION NUMBER: TX1004476
            Registered: September 27, 1982 (19820927). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 51, Oct82. (C.O. corres.)
            Created: 1982
            Published: September 21, 1982
          REGISTRATION NUMBER: TX1004477
            Registered: October 25, 1982 (19821025). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 52, Nov82
            Created: 1982
            Published: October 19, 1982
          REGISTRATION NUMBER: TX1011809
            Registered: November 26, 1982 (19821126). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 53, Dec82
            Created: 1982
            Published: November 23, 1982
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 1/9/52
DIALOG(R)File 120:U.S. Copyrights

          00159744
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX871131
            Registered: January 21, 1982 (19820121). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 43, Feb82
            Created: 1982
            Published: January 19, 1982



                                       53
<PAGE>   107



          REGISTRATION NUMBER: TX854039
            Registered: February 26, 1982 (19820226). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 44, Mar82
            Created: 1982
            Published: February 23, 1982
          REGISTRATION NUMBER: TX879048
            Registered: March 31, 1982 (19820331). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 45, Apr82
            Created: 1982
            Published: March 23, 1982
          REGISTRATION NUMBER: TX895622
            Registered: April 21, 1982 (19820421). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 46, May82
            Created: 1982
            Published: April 20, 1982
          REGISTRATION NUMBER: TX916440
            Registered: May 24, 1982 (19820524). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 47, Jun82
            Created: 1982
            Published: May 18, 1982
          REGISTRATION NUMBER: TX923569
            Registered: June 23, 1982 (19820623). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 48, Jul82
            Created: 1982
            Published: June 22, 1982
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: N L Communications,
            Inc.)
          NOTES: Monthly. Masthead ti.: National Lampoon magazine.
            Description based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 1/9/53
DIALOG(R)File 120:U.S. Copyrights

          00159743
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX740533
            Registered: July 27, 1981 (19810727). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 37, Aug81
            Created: 1981
            Published: July 21, 1981
          REGISTRATION NUMBER: TX750923
            Registered: August 24, 1981 (19810824). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 38, Sep81



                                       54
<PAGE>   108

            Created: 1981
            Published: August 18, 1981
          REGISTRATION NUMBER: TX775880
            Registered: September 28, 1981 (19810928). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 39, Oct81
            Created: 1981
            Published: September 22, 1981
          REGISTRATION NUMBER: TX789928
            Registered: October 23, 1981 (19811023). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 40, Nov81. (C.O. corres.)
            Created: 1981
            Published: October 20, 1981
          REGISTRATION NUMBER: TX823506
            Registered: December 30, 1981 (19811230). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 42, Jan82
            Created: 1981
            Published: December 22, 1981
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: N L Communications,
            Inc.)
          NOTES: Monthly. Other ti.: National Lampoon magazine. Description
            based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 1/9/54
DIALOG(R)File 120:U.S. Copyrights

          00159742
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX644795
            Registered: December 01, 1980 (19801201). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 29, Dec80. (C.O. corres.)
            Created: 1980
            Published: November 25, 1980
          REGISTRATION NUMBER: TX644828
            Registered: January 05, 1981 (19810105). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 30, Jan81
            Created: 1980
            Published: December 23, 1980
          REGISTRATION NUMBER: TX675911
            Registered: April 23, 1981 (19810423). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 31, Feb81
            Created: 1981
            Published: January 20, 1981
          REGISTRATION NUMBER: TX644829
            Registered: January 26, 1981 (19810126). (National Lampoon,



                                       55
<PAGE>   109


            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 31, Feb81
            Created: 1981
            Published: January 20, 1981
          REGISTRATION NUMBER: TX671101
            Registered: March 03, 1981 (19810303). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 32, Mar81. (C.O. corres.)
            Created: 1981
            Published: February 24, 1981
          REGISTRATION NUMBER: TX675910
            Registered: March 30, 1981 (19810330). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 33, Apr81
            Created: 1981
            Published: March 24, 1981
          REGISTRATION NUMBER: TX689192
            Registered: May 01, 1981 (19810501). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 34, May81
            Created: 1981
            Published: April 21, 1981
          REGISTRATION NUMBER: TX706321
            Registered: May 22, 1981 (19810522). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 35, Jun81
            Created: 1981
            Published: May 19, 1981
          REGISTRATION NUMBER: TX718965
            Registered: June 25, 1981 (19810625). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 36, Jul81. (C.O. corres.)
            Created: 1981
            Published: June 23, 1981
          AUTHOR(s): Hendra, Tony
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.National Lampoon, Inc. (in
            notice: NL Communications, Inc.)
          NOTES: Monthly. Other ti.: National Lampoon magazine. Description
            based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 1/9/55
DIALOG(R)File 120:U.S. Copyrights

          00159741
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX509660
            Registered: April 21, 1980 (19800421). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 22 (called 2), May80. (C.O. corres.)
            Created: 1980
            Published: April 22, 1980



                                       56
<PAGE>   110


          REGISTRATION NUMBER: TX521123
            Registered: July 07, 1980 (19800707). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 24, Jul80
            Created: 1980
            Published: June 24, 1980
          REGISTRATION NUMBER: TX518472
            Registered: July 28, 1980 (19800728). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 25, Aug80
            Created: 1980
            Published: July 22, 1980
          REGISTRATION NUMBER: TX537416
            Registered: September 08, 1980 (19800908). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 26, Sep80
            Created: 1980
            Published: August 26, 1980
          REGISTRATION NUMBER: TX592060
            Registered: December 05, 1980 (19801205). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 27, Oct80. (C.O. corres.)
            Created: 1980
            Published: September 23, 1980
          REGISTRATION NUMBER: TX581606
            Registered: November 10, 1980 (19801110). (National Lampoon,
            Inc. (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 28, Nov80
            Created: 1980
            Published: October 21, 1980
          AUTHOR(s): Hendra, Tony
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc. (in notice: NL Communications,
            Inc.)
          NOTES: Monthly. Other ti.: National Lampoon magazine. Description
            based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 1/9/56
DIALOG(R)File 120:U.S. Copyrights

          00159740
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX418860
            Registered: December 14, 1979 (19791214). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 17, Dec79. (C.O. corres.)
            Created: 1979
            Published: November 20, 1979
          REGISTRATION NUMBER: TX418861
            Registered: February 21, 1980 (19800221). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 18, Jan80



                                       57
<PAGE>   111

            Created: 1979
            Published: December 20, 1979
          REGISTRATION NUMBER: TX418862
            Registered: February 21, 1980 (19800221). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 19, Feb80
            Created: 1980
            Published: January 22, 1980 (in notice: 1979)
          REGISTRATION NUMBER: TX424859
            Registered: February 21, 1980 (19800221). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 20, Mar80
            Created: 1980
            Published: February 19, 1980
          REGISTRATION NUMBER: TX483274
            Registered: March 24, 1980 (19800324). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 21, Apr80. (C.O. corres.)
            Created: 1980
            Published: March 25, 1980
          REGISTRATION NUMBER: TX486569
            Registered: May 29, 1980 (19800529). (National Lampoon, Inc.
            (in notice: N L Communications, Inc.))
            Issue: v. 2, no. 23, Jun80
            Created: 1980
            Published: May 20, 1980
          AUTHOR(s): Hendra, Tony; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.National Lampoon, Inc. (in
            notice: NL Communications, Inc.)
          NOTES: Monthly. Other ti.: National Lampoon magazine. Description
            based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 1/9/57
DIALOG(R)File 120:U.S. Copyrights

          00159739
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX347663
            Registered: March 14, 1979 (19790314). (National Lampoon, Inc.)

            Issue: v. 2, no. 1, Aug78. Appl. au.: National Lampoon
            Magazine, employer for hire. (C.O. corres.)
            Created: 1978
            Published: July 25, 1978
          REGISTRATION NUMBER: TX347668
            Registered: March 14, 1979 (19790314). (National Lampoon, Inc.)

            Issue: v. 2, no. 4, Nov78. Appl. au.: National Lampoon
            Magazine, employer for hire. (C.O. corres.)
            Created: 1978
            Published: October 24, 1978



                                       58
<PAGE>   112



          REGISTRATION NUMBER: TX347672
            Registered: March 14, 1979 (19790314). (National Lampoon, Inc.)

            Issue: v. 2, no. 5, Dec78. Appl. au.: National Lampoon
            Magazine, employer for hire. (C.O. corres.)
            Created: 1978
            Published: November 21, 1978
          REGISTRATION NUMBER: TX347669
            Registered: May 03, 1979 (19790503). (National Lampoon, Inc.)
            Issue: v. 2, no. 6, Jan79. (C.O. corres.)
            Created: 1978
            Published: December 22, 1978
          REGISTRATION NUMBER: TX347667
            Registered: May 03, 1979 (19790503). (National Lampoon, Inc.)
            Issue: v. 2, no. 7, Feb79. (C.O. corres.)
            Created: 1979
            Published: January 23, 1979
          REGISTRATION NUMBER: TX347666
            Registered: May 01, 1979 (19790501). (National Lampoon, Inc.)
            Issue: v. 2, no. 8, Mar79. Appl. au.: National Lampoon
            Magazine, employer for hire. (C.O. corres.)
            Created: 1979
            Published: February 22, 1979
          REGISTRATION NUMBER: TX347673
            Registered: May 01, 1979 (19790501). (National Lampoon, Inc.)
            Issue: v. 2, no. 9, Apr79. Appl. au.: National Lampoon
            Magazine, employer for hire. (C.O. corres.)
            Created: 1979
            Published: March 20, 1979
          REGISTRATION NUMBER: TX347674
            Registered: May 01, 1979 (19790501). (National Lampoon, Inc.)
            Issue: v. 2, no. 10, May79. Appl. au.: National Lampoon
            Magazine, employer for hire. (C.O. corres.)
            Created: 1979
            Published: April 24, 1979
          REGISTRATION NUMBER: TX347664
            Registered: September 04, 1979 (19790904). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 11, Jun79. Appl. au.: National Lampoon
            Magazine, employer for hire
            Created: 1979
            Published: May 22, 1979
          REGISTRATION NUMBER: TX347665
            Registered: September 04, 1979 (19790904). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 12, Jul79. Appl. au.: National Lampoon
            Magazine, employer for hire
            Created: 1979
            Published: June 19, 1979
          REGISTRATION NUMBER: TX347670
            Registered: September 05, 1979 (19790905). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 13, Aug79. Appl. au.: National Lampoon
            Magazine, employer for hire
            Created: 1979
            Published: July 24, 1979
          REGISTRATION NUMBER: TX347671



                                       59
<PAGE>   113


            Registered: September 05, 1979 (19790905). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 14, Sep79. Appl. au.: National Lampoon
            Magazine, employer for hire
            Created: 1979
            Published: August 21, 1979
          REGISTRATION NUMBER: TX360828
            Registered: October 19, 1979 (19791019). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 15, Oct79
            Created: 1979
            Published: September 25, 1979
          REGISTRATION NUMBER: TX360829
            Registered: October 19, 1979 (19791019). (National Lampoon,
            Inc.)
            Issue: v. 2, no. 16, Nov79
            Created: 1979
            Published: October 23, 1979
          AUTHOR(s): Hendra, Tony; National Lampoon Magazine; National Lampoon
            Magazine; National Lampoon Magazine; National Lampoon Magazine;
            National Lampoon Magazine; National Lampoon Magazine; National
            Lampoon Magazine; National Lampoon Magazine; National Lampoon
            Magazine; National Lampoon Magazine; National Lampoon, Inc
          APPLICATION AUTHOR(s): National Lampoon, Inc., employer for hire.
          OWNER(s):  National Lampoon, Inc.
          NOTES: Monthly. Other ti.: National Lampoon magazine. Description
            based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


 1/9/58
DIALOG(R)File 120:U.S. Copyrights

          00159738
National Lampoon: [the humor magazine] / senior editor, Tony Hendra ... [et
al.].
          CLASS:  TX (Textual Works); Serial
          STATUS: Registered
          REGISTRATION NUMBER: TX244608
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 1, no. 94, Jan78
            Created: 1977
            Published: December 20, 1977
          REGISTRATION NUMBER: TX244607
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 1, no. 95, Feb78
            Created: 1978
            Published: January 24, 1978 (in notice: 1977)
          REGISTRATION NUMBER: TX244606
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 1, no. 96, Mar78
            Created: 1978
            Published: February 21, 1978



                                       60
<PAGE>   114



          REGISTRATION NUMBER: TX244605
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 1, no. 97, Apr78
            Created: 1978
            Published: March 21, 1978
          REGISTRATION NUMBER: TX244604
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 1, no. 98, May78
            Created: 1978
            Published: April 25, 1978
          REGISTRATION NUMBER: TX244603
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 1, no. 99, Jun78
            Created: 1978
            Published: May 23, 1978
          REGISTRATION NUMBER: TX244600
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 1, no. 100, Jul78
            Created: 1978
            Published: June 20, 1978
          REGISTRATION NUMBER: TX244601
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 2, no. 2, Sep78
            Created: 1978
            Published: August 22, 1978
          REGISTRATION NUMBER: TX244602
            Registered: March 14, 1979 (19790314). (National Lampoon. Inc.)

            Issue: v. 2, no. 3, Oct78
            Created: 1978
            Published: September 19, 1978
          AUTHOR(s): Hendra, Tony; National Lampoon Magazine
          APPLICATION AUTHOR(s): National Lampoon Magazine, employer for
            hire.
          OWNER(s):  National Lampoon. Inc.
          NOTES: Monthly. Other ti.: National Lampoon magazine. Description
            based on: Vol. 1, no. 94, Jan. 1978.
          IMPRINT: New York : National Lampoon.


                                       61
<PAGE>   115


1/9/1
DIALOG(R)File 120:U.S. Copyrights

          12429009
Cybercops : episode 1.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: C (Machine-readable works)
          STATUS: Registered
          REGISTRATION NUMBER: PA1000987
          DATE REGISTERED: August 02, 2000 (20000802)
          DATE OF CREATION: 1999
          DATE OF PUBLICATION: October 25, 1999
          AUTHOR(s): J2 Communications
          APPLICATION AUTHOR(s): audiovisual material: J2 Communications,
            employer for hire.
          OWNER(s):  J2 Communications
          NOTES: Printout & sound cassette only deposited.
          REGISTRATION DEPOSIT: Web site.


 1/9/2
DIALOG(R)File 120:U.S. Copyrights

          12389671
Virtual candidate 2000.
          APPLICATION TITLE: National lampoon virtual candidate
          CLASS:  VA (Visual Arts)
          LC RETRIEVAL CODE: S (Miscellaneous)
          STATUS: Registered
          REGISTRATION NUMBER: VA1021500
          DATE REGISTERED: February 10, 2000 (20000210)
          DATE OF CREATION: 2000
          DATE OF PUBLICATION: February 02, 2000
          AUTHOR(s): J2 Communications
          OWNER(s):  J2 Communications
          NOTES: Artwork for website.
          REGISTRATION DEPOSIT: 1 v.


 1/9/3
DIALOG(R)File 120:U.S. Copyrights

          12121896
Trash tattoo.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX5067799
          DATE REGISTERED: January 28, 2000 (20000128)
          DATE OF CREATION: 1999
          DATE OF PUBLICATION: October 25, 1999
          AUTHOR(s): J2 Communications
          OWNER(s):  J2 Communications
          REGISTRATION DEPOSIT: 1 p.



                                       62
<PAGE>   116


 1/9/4
DIALOG(R)File 120:U.S. Copyrights

          09818941
National Lampoon's truly twisted cartoons : if it's tasteless, it's in here!
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered 97038
          REGISTRATION NUMBER: TX4051392
          DATE REGISTERED: November 02, 1995 (19951102)
          DATE OF CREATION: 1995
          DATE OF PUBLICATION: June 06, 1995
          AUTHOR(s): J2 Communications
          OWNER(s):  J2 Communications (employer for hire for text)
          LIMITATION OR NEW MATTER: NM: compilation of cartoons.
          IMPRINT: Chicago : Contemporary Books, c1995.
          NLS/BPH RIGHTS: Both braille and phonorecords
          REGISTRATION DEPOSIT: 128 p.


 1/9/5
DIALOG(R)File 120:U.S. Copyrights

          09648081
National Lampoon's white bread snaps.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX4254012
          DATE REGISTERED: October 17, 1995 (19951017)
          DATE OF CREATION: 1996
          DATE OF PUBLICATION: August 04, 1996
          AUTHOR(s): J2 Communications
          OWNER(s):  J2 Communications
          IMPRINT: Chicago : Contemporary Books, c1995.
          NLS/BPH RIGHTS: Both braille and phonorecords
          REGISTRATION DEPOSIT: 143 p.
          MISCELLANEOUS: C.O. corres.


 1/9/6
DIALOG(R)File 120:U.S. Copyrights

          09468523
National Lampoon presents true facts : the big book : the complete, unexpurgated
assembly of amazing ads, stupefying signs, weird wedding announcements, and
other absurd-but-true samples of real-life funny stuff / compiled by John Bendel
& Jason Ward.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX4171211
          DATE REGISTERED: December 22, 1995 (19951222)



                                       63
<PAGE>   117


          PREVIOUS REGISTRATION/PUBLICATION: Prev. reg. 1992, TX 3-273-518
            et al.
          DATE OF CREATION: 1995
          DATE OF PUBLICATION: September 22, 1995
          AUTHOR(s): Bendel, John; Ward, Jason
          OWNER(s):  J2 Communications
          LIMITATION OR NEW MATTER: NM: compilation.
          NOTES: Portions prev. pub. in National Lampoon presents true
            facts : the book, National Lampoon presents more true facts &
            National Lampoon totally true facts.
          IMPRINT: Chicago : Contemporary Books, c1995.
          NLS/BPH RIGHTS: Both braille and phonorecords
          REGISTRATION DEPOSIT: 277 p.


 1/9/7
DIALOG(R)File 120:U.S. Copyrights

          08962946
National Lampoon totally true facts : a brand-new collection of absurd-but-true
real-life funny stuff / compiled by Jason Ward.
          CLASS:  TX (Textual Works)
          LC RETRIEVAL CODE: B (Monographic works of a non-dramatic
            literary nature)
          STATUS: Registered
          REGISTRATION NUMBER: TX3984295
          DATE REGISTERED: December 12, 1994 (19941212)
          DATE OF CREATION: 1994
          DATE OF PUBLICATION: September 19, 1994
          AUTHOR(s): Ward, Jason
          OWNER(s):  J2 Communications
          IMPRINT: Chicago : Contemporary Books, c1994.
          NLS/BPH RIGHTS: Both braille and phonorecords
          REGISTRATION DEPOSIT: 184 p.


 1/9/8
DIALOG(R)File 120:U.S. Copyrights

          08152164
Assignment.
          PARTY OF THE FIRST:  J2 Communications
          PARTY OF THE SECOND: Warner Brothers Television, a division of
            Warner Brothers, Inc.
          DOC TYPE: Assignment of Copyright
          WORKS: National Lampoon's true facts; book. Edited by John
                   Bendel. TX 808-981 (1981)
          DATE(s) OF EXECUTION: January 15, 1993
          DATE RECORDED: January 25, 1993
          MICROFILM: V002860 P025


 1/9/9
DIALOG(R)File 120:U.S. Copyrights

          08152163
Option agreement (short form)



                                       64
<PAGE>   118



          PARTY OF THE FIRST:  J2 Communications
          PARTY OF THE SECOND: Warner Brothers Television, a division of
            Warner Brothers, Inc.
          DOC TYPE: Assignment of Copyright
          WORKS: National Lampoon's true facts; book. Edited by John
                   Bendel. TX 808-981 (1981)
          DATE(s) OF EXECUTION: January 15, 1993
          DATE RECORDED: January 25, 1993
          MICROFILM: V002860 P023


 1/9/10
DIALOG(R)File 120:U.S. Copyrights

          06435929
Debby Boone's Hug-a-long songs : vol. one[-two]
          APPLICATION TITLE: Hug-a-long songs, [vol. one-two]
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA455172
          DATE REGISTERED: February 19, 1989 (19890219)
          DATE OF CREATION: 1989
          DATE OF PUBLICATION: December 29, 1989
          AUTHOR(s): J2 Communications, Inc
          APPLICATION AUTHOR(s): J2 Communications, Inc., employer for
            hire.
          OWNER(s):  J2 Communications; [J2 Communications, Inc]
          REGISTRATION DEPOSIT: 2 videocassettes.


 1/9/11
DIALOG(R)File 120:U.S. Copyrights

          06190735
Stand-up Reagan / produced and directed by Drew Brown.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA418867
          DATE REGISTERED: April 25, 1989 (19890425)
          DATE OF CREATION: 1989
          DATE OF PUBLICATION: March 20, 1989
          AUTHOR(s): Brown, Drew; J2 Communications
          APPLICATION AUTHOR(s): J 2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          LIMITATION OR NEW MATTER: NM: compilation of preexisting film
            footage; all other cinematographic material.
          REGISTRATION DEPOSIT: 1 videocassette (VHS) : sd., col. ; 1/2 in.


 1/9/12
DIALOG(R)File 120:U.S. Copyrights

          06190710
Ball talk : baseball's voices of summer / produced and directed by Kevin Bender.



                                       65
<PAGE>   119


          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA418830
          DATE REGISTERED: April 25, 1989 (19890425)
          DATE OF CREATION: 1989
          DATE OF PUBLICATION: April 11, 1989
          AUTHOR(s): Bender, Kevin; J2 Communications
          APPLICATION AUTHOR(s): J2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          LIMITATION OR NEW MATTER: NM: compilation of preexisting footage;
            all other cinematographic material.
          REGISTRATION DE col. and some
            b & w ; 1/2 in.


R)File 120:U.S. Copyrights

          01908909
Teen steam / directors, Howard Woffinden, Rick Elgood.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA411068
          DATE REGISTERED: August 15, 1988 (19880815)
          DATE OF CREATION: 1988
          DATE OF PUBLICATION: September 15, 1988
          AUTHOR(s): Woffinden, Howard; Elgood, Rick; J2 Communications
          APPLICATION AUTHOR(s): J2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          REGISTRATION DEPOSIT: 1 videocassette (VHS) : sd., col. ; 1/2 in.


 1/9/14
DIALOG(R)File 120:U.S. Copyrights

          01908333
Tracy Scoggins' Tough stuff / producer, Robert O. Kaplan ; director, Sandra
Hay.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA410491
          DATE REGISTERED: August 15, 1988 (19880815)
          DATE OF CREATION: 1988
          DATE OF PUBLICATION: September 15, 1988
          AUTHOR(s): Kaplan, Robert O.; Hay, Sandra; Scoggins, Tracy; J2
            Communications
          APPLICATION AUTHOR(s): J 2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          REGISTRATION DEPOSIT: 1 videocassette (VHS) : sd., col. ; 1/2 in.


 1/9/15
DIALOG(R)File 120:U.S. Copyrights

          01887240



                                       66
<PAGE>   120



Franco Columbu's Superset shape-up / producer Helaine Swerdloff-Ross.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA388031
          DATE REGISTERED: August 15, 1988 (19880815)
          DATE OF CREATION: 1987
          DATE OF PUBLICATION: February 03, 1988
          AUTHOR(s): Columbu, Franco; Ross, Helaine Swerdloff; J2
            Communications; [Swerdloff-Ross, Helaine]
          APPLICATION AUTHOR(s): J2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          REFERENCE: Helaine Swerdloff-Ross.  SEE Helaine Swerdloff-Ross.
          IN NOTICE: notice: 1987
          REGISTRATION DEPOSIT: 1 videocassette : sd., col. ; 1/2 in.


 1/9/16
DIALOG(R)File 120:U.S. Copyrights

          01887239
Chef Paul Prudhomme's Louisiana kitchen : v. 1-2 / an R J B production ;
produced by Don Weiner.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA388030
          DATE REGISTERED: August 15, 1988 (19880815)
          DATE OF CREATION: 1986
          DATE OF PUBLICATION: October 10, 1986
          AUTHOR(s): RJB; Weiner, Don; Prudhomme, Paul; J2 Communications
          APPLICATION AUTHOR(s): J2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          REGISTRATION DEPOSIT: 2 videocassettes : sd., col. ; 1/2 in.


 1/9/17
DIALOG(R)File 120:U.S. Copyrights

          01887236
Smart cookies don't crumble / produced by Jim Thompson, Wayne Threm ; directed
by Chris Shelton, Wayne Threm.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA388027
          DATE REGISTERED: August 15, 1988 (19880815)
          DATE OF CREATION: 1987
          DATE OF PUBLICATION: February 27, 1987
          AUTHOR(s): Thompson, Jim; Threm, Wayne; Shelton, Chris; Friedman,
            Sonja; Bell, (Dave) Associates; J2 Communications
          APPLICATION AUTHOR(s): J2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          NOTES: Based on the book of the same title by Sonja Friedman.
          CREDITS NOTE: Presented by Dave Bell Associates.
          REGISTRATION DEPOSIT: 1 videocassette (VHS) : sd., col. ; 1/2 in.




                                       67
<PAGE>   121




 1/9/18
DIALOG(R)File 120:U.S. Copyrights

          01887025
How to have a moneymaking garage sale / a Dave Bell Associates production ;
produced by Dave Bell ; directed by Johnny Lindy.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA387814
          DATE REGISTERED: August 15, 1988 (19880815)
          DATE OF CREATION: 1987
          DATE OF PUBLICATION: February 27, 1987
          AUTHOR(s): Bell, (Dave) Associates; Lindy, Johnny; J2
            Communications
          APPLICATION AUTHOR(s): J 2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          REGISTRATION DEPOSIT: 1 videocassette (24 min.) : sd., col. ; 1/2
            in.


 1/9/19
DIALOG(R)File 120:U.S. Copyrights

          01885286
Heidi Miller's body sculpting / producer, Cardon Walker ; directors, Cardon
Walker, Michael Bonifer.
          CLASS:  PA (Performing Arts)
          LC RETRIEVAL CODE: X (Motion pictures, photoplays, filmstrips)
          STATUS: Registered
          REGISTRATION NUMBER: PA386058
          DATE REGISTERED: August 15, 1988 (19880815)
          DATE OF CREATION: 1987
          DATE OF PUBLICATION: February 03, 1988
          AUTHOR(s): Walker, Cardon; Bonifer, Michael; J2 Communications
          APPLICATION AUTHOR(s): J2 Communications, employer for hire.
          OWNER(s):  J2 Communications
          REGISTRATION DEPOSIT: 1 videocassette (VHS) (60 min.) : sd., col.
            ; 1/2 in.

DOMAIN NAMES

1.       NATIONALLAMPOON.COM
2.       FANTASYLOSERSLEAGUE.COM
3.       J2J2.COM
4.       NATIONALLAMPOON.COM
5.       NATIONAL-LAMPOON.COM
6.       NATIONALLAMPOONDOTCOM.COM
7.       NATIONAL-LAMPOON.NET



                                       68
<PAGE>   122



                                    EXHIBIT C

                     JIMIRRO REPRESENTATIONS AND WARRANTIES

1. Authority Relative to Agreement. Jimirro has all requisite power and
authority and has taken all actions necessary to execute and deliver the
[Jimirro Purchase Agreement], to consummate the transactions contemplated
thereby and to perform his obligations thereunder. The execution and delivery of
the [Jimirro Purchase Agreement] and the consummation of the transactions
contemplated thereby are not subject to or obligated under any contract,
license, franchise, permit, order, or decree to which Jimirro is a party, which
would be breached or violated by its executing and carrying out the [Jimirro
Purchase Agreement].

2. Ownership. Jimirro is the beneficial owner (as defined in Rule 13d-3 under
the 1934 Act) of all of the Jimirro Shares, which Jimirro Shares, as of the
Closing Date, shall be free and clear of any mortgage, pledge, hypothecation,
rights of others, claim, security interest, charge, encumbrance, title defect,
title retention agreement, voting trust agreement, interest, option, lien,
charge or similar restriction or limitation (including any restriction on the
right to vote, sell or otherwise dispose of the Shares), other than applicable
restrictions imposed by federal or state securities laws.

3. Brokers. No broker, finder, investment banker or other intermediary, has been
retained by or is authorized to act on behalf of Jimirro, or is entitled to or
could reasonably be expected to be entitled to any brokerage, finder's or other
fee or commission from the Company in connection with the negotiation,
preparation, execution or delivery of the [Jimirro Purchase Agreement] or the
transactions contemplated thereby.






                                       C-1
<PAGE>   123


                                    EXHIBIT D

                    PURCHASERS REPRESENTATIONS AND WARRANTIES

1. Authority Relative to Agreement. Purchasers have all requisite power and
authority and have taken all actions necessary to execute and deliver the
[Jimirro Purchase Agreement] [Company Purchase Agreement], to consummate the
transactions contemplated thereby and to perform his respective obligations
thereunder. The execution and delivery of the [Jimirro Purchase Agreement]
[Company Purchase Agreement] and the consummation of the transactions
contemplated thereby are not subject to or obligated under any contract,
license, franchise, permit, order, or decree to which either Purchaser is a
party, which would be breached or violated by its executing and carrying out the
[Jimirro Purchase Agreement] [Company Purchase Agreement].

2. Knowledge of the Company. By virtue of Purchasers' current ownership position
in the Company, Laikin's service as a member of the Company's Board of
Directors, Purchasers' general knowledge of the securities markets, and
Purchasers' specific knowledge of the current negative environment for "content"
driven internet companies, the Purchasers have sufficient knowledge and
experience concerning the Company and its business and operations to make an
informed decision concerning their purchase of the [Jimirro] [Common] Shares and
their participation in the Transactions. Purchasers specifically acknowledge
that a significant portion of the revenue for the Company's fiscal year ended
July 31, 2000 was related to special one-time events.

3. Accredited Investor Status. Purchasers have such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of its investment in the Company as contemplated by this Agreement and are
able to bear the economic risk of such investment for an indefinite period of
time. Purchasers have been furnished access to such information and documents as
it has requested and has been afforded an opportunity to ask questions of and
receive answers from representatives of the Company concerning the terms and
conditions of the [Jimirro Purchase Agreement] [Company Purchase Agreement] and
the purchase of the [Jimirro] [Common] Shares contemplated hereby. Purchasers
are "accredited investors" as defined in Rule 501(a) under the 1933 Act.
Purchasers are not acquiring any [Jimirro] [Common] Shares hereunder with any
present intention of offering or selling any such shares in a transaction that
would violate the 1933 Act or any state securities laws.

4. Brokers. No broker, finder, investment banker or other intermediary, has been
retained by or is authorized to act on behalf of either Purchaser, or is
entitled to or could reasonably be expected to be entitled to any brokerage,
finder's or other fee or commission from Jimirro or the Company in connection
with the negotiation, preparation, execution or delivery of the [Jimirro
Purchase Agreement] [Company Purchase Agreement] or the transactions
contemplated thereby.




                                       D-1
<PAGE>   124


                                    EXHIBIT E

                     COMPANY REPRESENTATIONS AND WARRANTIES

     (a) Absence of Certain Changes or Events. All documents delivered to Laikin
as of the Closing by the Company were true, accurate and complete in all
material respects, and, since the Closing, there has not been any material
adverse change in the financial condition or results of operations of, or on the
businesses, properties, assets, or liabilities of, the Company and its
subsidiaries, taken as a whole, and the Company has not taken any actions to
terminate or replace any employees of the Company, except for any such change
arising out of the Transactions or of which the Purchasers were aware of prior
to the date hereof, including without limitation, (i) the decrease in the cash
position of the Company due, among other things, to the Company's response to
the proxy solicitation commenced by Daniel S. Laikin on or about August 11, 2000
and the costs associated with this Letter Agreement, the Documentation, the
Transactions or otherwise, including, without limitation, attorneys' fees and
the fees of Batchelder Partners, Inc., (ii) the current negative market changes
in the United States economy effecting "content" driven internet companies and
the Company's ongoing losses from its internet operations, (iii) the grant of
options for 36,000 shares of the Company's common stock to certain employees of
the Company on December 12, 2000 and the reduction of such employees' status to
part-time, and (iv) the exercise by Jimirro of 16,667 SARs for cash as of
December 6, 2000.

     (b) Absence of Questionable Payments. Neither the Company nor any
subsidiary of the Company nor any director, officer, agent, employee or other
person acting on behalf of the Company or any subsidiary of the Company, has
used any corporate or other funds for unlawful contributions, payments, gifts,
or entertainment, or made any unlawful expenditures relating to political
activity to government officials or others or established or maintained any
unlawful or unrecorded funds in violation of Section 30A of the Securities
Exchange Act of 1934, as amended (the "1934 ACT"). The Company is in compliance
in all material respects with the provisions of Section 13(b) of the 1934 Act.

     (c) Absence of Undisclosed Liabilities. Except as otherwise heretofore
disclosed in writing by the Company to the Purchasers or in connection with the
Transactions, the Company and its subsidiaries do not have liabilities or
obligations (whether absolute, accrued, contingent, or otherwise) in the
aggregate exceeding $1 million of a nature required by generally accepted
accounting principles to be reflected in a corporate balance sheet, except
liabilities, obligations, or contingencies which are accrued or reserved against
in the Company's financial statements or reflected in the notes thereto, or
which were incurred after the date of the Company's balance sheet, dated as of
July 31, 2000, and either included in its Form 10-Q for the quarter ended
October 31, 2000 (the "MOST RECENT FORM 10-Q"), as filed with the Securities and
Exchange Commission ("SEC"), or were incurred in the ordinary course of business
and not materially inconsistent with past practices.

     (d) Authority Relative to Agreement. The Company has all requisite power
and authority and has taken all actions necessary to execute and deliver this
Letter Agreement, to consummate the Transactions contemplated hereby and to
perform its obligations hereunder. The execution and delivery of this Letter
Agreement and the consummation of the transactions



                                      E-1
<PAGE>   125



contemplated hereby have been duly authorized by the Company's Board of
Directors and, except for the approval of its shareholders as provided in
SECTION 9(f), no other corporate proceedings on the part of the Company are
necessary to authorize this Letter Agreement and the Transactions contemplated
hereby are not subject to or obligated under (1) any charter, bylaw, indenture,
or other loan document provision, or (2), except as set forth in the immediately
following sentence, any other contract, license, franchise, permit, order, or
decree to which the Company is a party, which would be breached or violated by
its executing and carrying out this Letter Agreement other than, in the case of
clause (2) only, any breaches or violations which, either singly or in the
aggregate, will not have a material adverse effect on the Company and its
subsidiaries, taken as a whole. The Transactions will result in a "Change of
Control" as such term is defined under the Company's 1999 Stock Option, Deferred
Stock and Restricted Stock Plan. Except as referred to herein or in connection,
or in compliance, with the provisions of the Hart Scott Act, the 1933 Act, the
1934 Act, and any applicable foreign governmental approvals (collectively, the
"FOREIGN LAWS"), and the corporation, securities, or blue sky laws of any
applicable states, no filing or registration with, or authorization, consent, or
approval of, any public body or authority is necessary for the consummation by
the Company of the Documentation or the other transactions contemplated by this
Letter Agreement. Except as referred to herein or in connection, or in
compliance, with the provisions of the Hart Scott Act, the 1933 Act, the 1934
Act, the Foreign Laws, and the corporation, securities, or blue sky laws of the
applicable states, no filing or registration with, or authorization, consent, or
approval of, any public body or authority is necessary for the consummation of
the Transactions or any other transactions contemplated by this Letter
Agreement.

     (e) Capitalization. The authorized capital stock of the Company consists of
15,000,000 shares of Common Stock, no par value per share, and 2,000,000 shares
of Preferred Stock, no par value per share. As of December 31, 2000, 1,353,015
shares of the Company's common stock were validly issued and outstanding, fully
paid, and nonassessable, and no shares of Preferred Stock were validly issued
and outstanding. Since December 31, 2000, no shares of the Company's capital
stock have been issued, except shares of the Company's common stock issued upon
the exercise of employee stock options granted on or before December 31, 2000.
Except for employee stock options outstanding at December 31, 2000 to acquire
251,665 shares of the Company's common stock and a warrant covering 50,000
shares of the Company's common stock, there are no options, warrants, or other
rights, agreements, or commitments presently outstanding obligating the Company
to issue shares of its capital stock.

     (f) Company Common Stock. Upon issuance, sale and delivery as contemplated
by the Company Purchase Agreement, the Company Common Stock will be duly
authorized, validly issued, fully paid and non-assessable shares of Common
Stock, free of all preemptive or similar rights or other restrictions on
transfer, other than those arising under applicable federal and state securities
laws.

     (g) Organization and Qualification. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
California and has corporate power to carry on its business as it is now being
conducted or proposed to be conducted. The Company is duly qualified as a
foreign corporation to do business, and is in good standing, in each
jurisdiction where the character of its properties owned or held under lease or,
the nature of its activities makes such qualification necessary except where the
failure to be so


                                      E-2
<PAGE>   126





qualified will not have a material adverse effect on the Company.

     (h) Information on Disclosure Documents, Registration Statements, and Other
Documents. None of the information with respect to the Company or its
subsidiaries or the Transactions to be included in any Proxy Statement by the
Company in connection with seeking shareholder approval of the Transactions (or
such part thereof as may require shareholder approval), or any amendments
thereof or supplements thereto, at the time of the mailing of the Proxy
Statement and any amendments or supplements thereto, and at the time of the
meeting of shareholders of the Company to be held in connection with the
Transactions, shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading. The Proxy Statement will comply as to form in all material
respects with the provisions of the 1934 Act and the rules and regulations
promulgated thereunder.

     (i) Litigation. Except as disclosed in the Company's Annual Report on Form
10-K for the year ended July 31, 2000 (the "MOST RECENT FORM 10-K") and the Most
Recent Form 10-Q, or as otherwise disclosed in writing to Purchasers (including,
without limitation, the class action shareholder lawsuit related to the
Company's acquisition of National Lampoon, Inc.), there is no suit, action, or
proceeding pending or, except for periodic threats relating to claims by
Innovative Packaging, a distribution company located in Newark, NJ, to the best
knowledge of the Company, threatened against or affecting the Company or any of
its subsidiaries which, if adversely determined, would result in damages not
covered by insurance, in excess of $1 million or would materially and adversely
affect the financial condition, businesses, or results of operations of the
Company or of any subsidiary; nor is there any judgment, decree, injunction,
rule, or order of any court, governmental department, commission, agency,
instrumentality, or arbitrator outstanding against the Company or any of its
subsidiaries having, or which, insofar as can reasonably be foreseen, in the
future may have, any such effect.

     (j) Reports and Financial Statements. As of each of their respective dates,
the Company's Annual Reports on Form 10-K for the last five (5) years, as filed
with the SEC, the Most Recent Form 10-Q, all proxy statements relating to all
meetings of its shareholders (whether annual or special) in the last five (5)
years, and all other reports or registration statements filed by the Company
with the SEC in the last five (5) years, did not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The audited consolidated financial
statements and unaudited interim financial statements of the Company included in
such reports have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be indicated therein or
in the notes thereto) and fairly present the financial position of the Company
and its subsidiaries as at the dates thereof and the results of their operations
and changes in financial position for the periods then ended, subject, in the
case of the unaudited interim financial statements, to normal year-end and audit
adjustments and any other/adjustments described therein.

     (k) Subsidiaries. The Company has no material subsidiaries. The Company's
subsidiary, National Lampoon, Inc., a New York corporation, and each of its
subsidiaries is


                                      E-3


<PAGE>   127


suspended and/or has been dissolved in the State of New York. All of the
outstanding shares of capital stock of such subsidiaries are validly issued,
fully paid, and nonassessable. There are no existing options, calls, or
commitments of any character relating to the issued or unissued capital stock or
other securities of any of the subsidiaries of the Company. Except as set forth
in the Most Recent Form 10-K, the Company does not directly or indirectly own
any interest in any other corporation, partnership, joint venture, or other
business association or entity.

     (l) Taxes. The Company has heretofore delivered or will make available to
the Purchasers true and correct copies of the consolidated federal income tax
returns, state income tax returns, and state sales tax returns filed by the
Company and its subsidiaries for each of the Company's last five (5) fiscal
years. The Company has filed, and each subsidiary of the Company has filed, all
federal, state, and local income, franchise, sales, and other tax returns
(including foreign tax returns) which were required to be filed by the Company
or its subsidiaries except that (i) no tax returns have been filed for the
Company or any subsidiary of the Company in the State of New York since the
fiscal year ended July 31, 1996, (ii) no tax returns have been filed for any
subsidiary of the Company in the State of California for the fiscal year ended
June 30, 2000 and (iii) no sales tax returns have been filed for the Company or
any subsidiary of the Company for the fiscal year ended June 30, 2000. The
Company and its subsidiaries have paid, or made provisions for the payment of,
in all material respects, all federal, foreign, state, and local income,
franchise, and sales taxes due for periods covered by such returns or
anticipated to be payable by them (together with applicable interest and
penalties) in respect of all periods through the date hereof other than taxes
which are being disputed in good faith, including, without limitation, certain
tax claims by the State of New York (in an amount approximately equal to
$50,000) and Canada (in an amount equal to $50). To the best knowledge of the
Company, all deficiencies assessed as a result of any examination of tax returns
of the Company or its subsidiaries by federal, state, or local tax authorities
have been paid, and deficiencies for all taxes which have been proposed or
asserted against the Company and its subsidiaries do not exceed $1 million in
the aggregate for all periods. No issue has been raised during the past five
years by any federal, state, or local tax authority which, if raised with regard
to any other period not so examined, would be expected to result in a proposed
deficiency for any other period not so examined. Neither the Company nor any of
its subsidiaries have, with regard to any assets or property held, acquired, or
to be acquired by them, filed a consent to the application of Section 341(f)(2)
of the Internal Revenue Code, and none of such companies has granted any
extension of the limitation period applicable to any claim for taxes or
assessments.

     (m) Further Assurances. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper, or advisable under applicable laws and regulations to
consummate and make effective the Transactions, including using its best efforts
to obtain all necessary waivers, consents, and approvals, and effecting all
necessary registrations and filings, subject, however, to the appropriate votes
of the shareholders of the Company.


                                      E-4

<PAGE>   128



                                    EXHIBIT F

                                     FORM OF

                        RELEASE AND STANDSTILL AGREEMENT

     This Release and Standstill Agreement (this "AGREEMENT") is entered into as
of ________________ by and among ___________ (the "RELEASER"), James Jimirro
("JIMIRRO") and J2 Communications (the "COMPANY").

     1. Release.

          (a) In consideration, without limitation, of the execution of this
Agreement by Jimirro and the Company, the Releaser hereby knowingly and
voluntarily, on behalf of the Releaser and his or her successors, assigns,
heirs, representatives, partners, affiliates, agents, employees, servants,
executors, administrators, accountants, attorneys, and investigators, in any and
all capacities and, as the case may be, controlling and/or controlled persons,
stockholders, owners, officers, directors, insurers, subsidiaries (whether or
not wholly-owned) and divisions and each of their respective successors,
assigns, heirs, representatives, partners, affiliates, agents, employees,
servants, executors, administrators, accountants, attorneys and investigators,
and, as the case may be, controlling and/or controlled persons, stockholders,
owners, officers, directors, insurers, subsidiaries (whether or not
wholly-owned) and divisions, if any, of such persons (the "RELEASER RELATED
PERSONS"), forever relieves, releases, and discharges Jimirro, the current
directors and officers of the Company, and each of their respective successors,
assigns, heirs, representatives, partners, affiliates, agents, employees,
servants, executors, administrators, accountants, attorneys and investigators,
in any and all capacities and, as the case may be, controlling and/or controlled
persons, stockholders, owners, officers, directors, insurers, subsidiaries
(whether or not wholly-owned) and divisions and each of their respective
successors, assigns, heirs, representatives, partners, affiliates, agents,
employees, servants, executors, administrators, accountants, attorneys and
investigators, and, as the case may be, controlling persons, stockholders,
owners, officers, directors, insurers, subsidiaries (whether or not
wholly-owned) and divisions, if any, of such persons (the "JIMIRRO RELATED
PERSONS"; the Jimirro Related Persons and the Releaser Related Persons are
sometimes referred to herein collectively as the "RELATED PERSONS"), from any
and all claims, debts, liabilities, losses, demands, obligations, liens,
promises, acts, agreements, costs and expenses (including but not limited to
costs of investigation and defense and reasonable attorneys' fees), damages
(including consequential and incidental damages and diminution in value and
damages calculated as a multiple of actual damages), actions and causes of
action, of whatever kind or nature, which any of the Releaser or the Releaser
Related Persons now has, has ever had or may hereafter have against Jimirro or
any of the Jimirro Related Persons (including, without limitation, Jimirro) on
account of or arising out of the Company's response to the proxy solicitation
commenced by Daniel S. Laikin on or about August 11, 2000 (including all actions
taken or caused to be taken and all omissions to act) and any and all other
matters, causes or events occurring prior to the date hereof (and if the Closing
is consummated, the Closing Date). Furthermore, the Releaser hereby knowingly
and voluntarily, on behalf of the Releaser and the Releaser Related Persons,
hereby irrevocably covenants to refrain from, directly or indirectly (including
without limitation by derivative action as a shareholder of the Company),
asserting any claim or demand, or commencing, instituting, causing to be
commenced or supporting, any claim, action or proceeding of any kind against any
Jimirro Related Person (including, without limitation,


                                      F-1
<PAGE>   129


Jimirro), based upon any matter purported to be released hereby. Furthermore,
each Releaser hereby covenants that the Releaser will not directly or indirectly
cause the Company or any other entity or individual to commence or assist the
Company or any such other entity or individual in the commencement of any
derivative action based on any claims, debts, liabilities, losses, demands,
obligations, liens, promises, acts, agreements, costs and expenses (including
but not limited to costs of investigation and defense and reasonable attorneys'
fees), damages (including consequential and incidental damages, diminution in
value and damages calculated as a multiple of actual damages incurred), actions
and causes of action, of whatever kind or nature, which the Company now has, has
ever had or may hereafter have against the respective Jimirro Related Persons
(including, without limitation, Jimirro) on account of or arising out of the
Company's response to the proxy solicitation commenced by Laikin on or about
August 11, 2000 (including all actions taken or caused to be taken and all
omissions to act) and any and all other matters, causes or events occurring
prior to the date hereof (and if the Closing is consummated, prior to the
Closing Date) against any Jimirro Related Person (including, without limitation,
Jimirro), and, if such an action is commenced, the Releaser will not support
such derivative action and will use his best efforts to cause such action to be
withdrawn or to cause the actions that are the subject thereof to be ratified
and approved by the stockholders of the Company.

     (b) In consideration, without limitation, for the execution of this
Agreement by the Releaser, each of Jimirro and the Company hereby knowingly and
voluntarily, each on behalf of himself or itself, and his or its respective
successors, assigns, heirs, representatives, partners, affiliates, agents,
employees, servants, executors, administrators, accountants, attorneys and
investigators, in any and all capacities, and, as the case may be, controlling
persons, stockholders, owners, officers, directors, insurers, subsidiaries
(whether or not wholly-owned) and divisions and each of their respective
successors, assigns, heirs, representatives, partners, affiliates, agents,
employees, servants, executors, administrators, accountants, attorneys and
investigators, and, as the case may be, controlling persons, stockholders,
owners, officers, directors, insurers, subsidiaries (whether or not
wholly-owned) and divisions, if any, of such persons, forever relieve, release,
and discharge the Releaser and the Releaser Related Persons, from any and all
claims, debts, liabilities, losses, demands, obligations, liens, promises, acts,
agreements, costs and expenses (including but not limited to costs of
investigation and defense and reasonable attorneys' fees), damages (including
consequential and incidental damages and diminution in value and damages
calculated as a multiple of actual damages incurred), actions and causes of
action, of whatever kind or nature, which any of Jimirro or the Company or any
of the Jimirro Related Persons now has, has ever had or may hereafter have
against the Releaser or any of the Releaser Related Persons on account of or
arising out of the Company's response to the proxy solicitation commenced by
Daniel S. Laikin on or about August 11, 2000 (including all actions taken or
caused to be taken and all omissions to act) and any and all other matters,
causes or events occurring prior to the date hereof (and if the Closing is
consummated, prior to the Closing Date). Furthermore, each of Jimirro and the
Company hereby knowingly and voluntarily, each on behalf of himself or itself
and his or its Jimirro Related Persons, hereby irrevocably covenants to refrain
from, directly or indirectly (including without limitation by derivative action
as a shareholder of the Company), asserting any claim or demand, or commencing,
instituting, causing to be commenced or supporting, any claim, action or
proceeding of any kind against any Releaser Related Person, based upon any
matter purported to be released hereby. Furthermore, Jimirro hereby covenants
(i) if the Closing is consummated, not to knowingly assist any entity or
individual in the commencement of any derivative action


                                      F-2
<PAGE>   130


based on any claims, debts, liabilities, losses, demands, obligations, liens,
promises, acts, agreements, costs and expenses (including but not limited to
costs of investigation and defense and reasonable attorneys' fees), damages
(including consequential and incidental damages, diminution in value and damages
calculated as a multiple of actual damages incurred), actions and causes of
action, of whatever kind or nature, which the Company now has, has ever had or
may hereafter have against any Releaser or Releaser Related Person on account of
or arising out of the proxy solicitation commenced by Laikin on or about August
11, 2000 (including all actions taken or caused to be taken and all omissions to
act) and any and all other matters, causes or events occurring prior to the date
hereof (and if the Closing is consummated, prior to the Closing Date) against
any Releaser or Releaser Related Person, and, if such an action is commenced,
Jimirro will not support such derivative action and (ii) if the Closing is not
consummated, not to directly or indirectly cause the Company or any other entity
or individual to commence or assist the Company or any such other entity or
individual in the commencement of any derivative action based on any claims,
debts, liabilities, losses, demands, obligations, liens, promises, acts,
agreements, costs and expenses (including but not limited to costs of
investigation and defense and reasonable attorneys' fees), damages (including
consequential and incidental damages, diminution in value and damages calculated
as a multiple of actual damages incurred), actions and causes of action, of
whatever kind or nature, which the Company now has, has ever had or may
hereafter have against any Releaser or Releaser Related Person on account of or
arising out of the proxy solicitation commenced by Laikin on or about August 11,
2000 (including all actions taken or caused to be taken and all omissions to
act) and any and all other matters, causes or events occurring prior to the date
hereof (and if the Closing is consummated, prior to the Closing Date) against
any Releaser or Releaser Related Person, and, if such an action is commenced,
Jimirro will not support such derivative action and will use his best efforts to
cause such action to be withdrawn or to cause the actions that are the subject
thereof to be ratified and approved by the stockholders of the Company.

     2. Indemnification.

          (a) Without in any way limiting any of the rights and remedies
otherwise available to Jimirro, the Company or any other Jimirro Related Person,
the Releaser hereby agrees to indemnify and hold harmless each of Jimirro, the
Company and each other Jimirro Related Person from and against all claims,
debts, liabilities, losses, demands, obligations, liens, promises, acts,
agreements, costs and expenses (including but not limited to costs of
investigation and defense and reasonable attorneys' fees), damages (including
consequential and incidental damages, diminution in value and damages calculated
as a multiple of actual damages incurred), actions and causes of action, of
whatever kind or nature, whether or not involving third party claims, arising
directly or indirectly from, or in connection with the assertion by or on behalf
of, the Releaser or any Releaser Related Persons of any claim or other matter
purported to be released pursuant to this Agreement.

          (b) Without in any way limiting any of the rights and remedies
otherwise available to the Releaser or any other Releaser Related Person,
Jimirro hereby agrees to indemnify and hold harmless the Releaser and each other
Releaser Related Person from and against all claims, debts, liabilities, losses,
demands, obligations, liens, promises, acts, agreements, costs and expenses
(including but not limited to costs of investigation and defense and reasonable
attorneys' fees), damages (including consequential and incidental damages,



                                      F-3
<PAGE>   131


diminution in value and damages calculated as a multiple of actual damages
incurred), actions and causes of action, of whatever kind or nature, whether or
not involving third party claims, arising directly or indirectly from or in
connection with the assertion by or on behalf of any of Jimirro or, prior to the
Closing (as hereinafter defined), the Company, of any claim or other matter
purported to be released pursuant to this Agreement.

     (c) Without in any way limiting any of the rights and remedies otherwise
available to the Releaser or any other Releaser Related Person, the Company
hereby agrees to indemnify and hold harmless the Releaser and each other
Releaser Related Person from and against all claims, debts, liabilities, losses,
demands, obligations, liens, promises, acts, agreements, costs and expenses
(including but not limited to costs of investigation and defense and reasonable
attorneys' fees), damages (including consequential and incidental damages,
diminution in value and damages calculated as a multiple of actual damages
incurred), actions and causes of action, of whatever kind or nature, whether or
not involving third party claims, arising directly or indirectly from or in
connection with the assertion by or on behalf of any of the Company or any other
Jimirro Related Persons of any claim or other matter purported to be released
pursuant to this Agreement.

     3. General Release; Waiver of Rights. The releases contained within this
Agreement cover both claims that the parties and the Related Persons know about
and those that the parties and the Related Persons may not know about. Each of
parties, on his or her own behalf and on behalf of their Related Persons,
expressly waives all rights afforded by any statute (such as Section 1542 of the
Civil Code of the State of California ("SECTION 1542")) which limits the effect
of a release with respect to unknown claims. Each of the parties, on his own
behalf and on behalf of each of their Related Persons, understand the
significance of such release of unknown claims and the waiver of statutory
protection against a release of unknown claims (such as under Section 1542).
Section 1542 states as follows:

               A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
               DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
               EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM, MUST HAVE
               MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     Notwithstanding the provisions of Section 1542, each party, on his or its
own behalf and on behalf of each of his or its Related Persons, expressly
acknowledges that the releases set forth herein are intended to include all
claims purported to be release hereby, both known and unknown.

     4. "Standstill" Commitments. The Releaser agrees that until the earlier of
(i) the Closing (as such term is defined in that certain Letter Agreement, dated
December 27, 2000, among Jimirro, the Company, Daniel S. Laikin and Paul Skjodt
(a copy of which Releaser hereby acknowledges has been provided to Releaser) or
(ii) the date ten years from the date hereof , without the prior written consent
of the Company, the Releaser will not, directly or indirectly: (i) acquire,
offer to acquire, or agree to acquire, by purchase or otherwise, any voting
securities or direct or indirect rights or options to acquire any voting
securities of the Company; (ii) except at the specific written request of the
Company, propose to enter into any merger or business combination involving the
Company or to purchase a material portion of the assets of the Company; (iii)
make, or in any way participate, directly or indirectly, in any "solicitation"
of "proxies" to vote (as such terms are used in the proxy rules of the
Securities Exchange Act of 1934, as amended (the "1934 ACT")), or seek to advise
or influence any person with respect to the voting of, any


                                      F-4
<PAGE>   132


voting securities of the Company; (iv) form, join or in any way participate in a
"group" (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to
any voting securities of the Company; (v) otherwise act, alone or in concert
with others, to seek to control or influence the management, Board of Directors
or policies of the Company; (vi) publicly announce or refer to any proposal for
an extraordinary corporate transaction involving the Company, or take any action
for the purpose of requiring the Company to make a public announcement regarding
the possibility of any such extraordinary corporate transaction; (vii) disclose
any intention, plan or arrangement inconsistent with the foregoing or advise,
assist or encourage any other persons in connection with the foregoing, or
request that the Company amend or waive any of the terms of this SECTION 4;
(viii) sell more than ten percent (10%) of the total outstanding voting
securities of the Company to any person, entity or "group" (within the meaning
of Section 13(d)(3) of the 1934 Act)), or sell or transfer any such voting
securities to any such person, entity or group who or which, after the
consummation of such sale or transfer, would beneficially own more than fourteen
and nine-tenths percent (14.9%)of the total outstanding voting securities of the
Company; or (ix) permit any of his or her affiliates or associates (as defined
in Rule 405 under the Securities Act of 1933, as amended) to do the foregoing.

     5. Governing Law; Entire Agreement; Counterparts. This Agreement shall be
governed by, and construed in accordance with, the internal law of the State of
California, without regard to conflicts of laws. This Agreement constitutes the
entire agreement among the parties with respect to the matters referred to
herein and supersedes any prior negotiations, understandings or agreements with
respect thereto. This Letter Agreement may be executed in counterparts, each of
which shall be an original and all of which together shall constitute one and
the same instrument.




                                      F-5
<PAGE>   133



     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first set forth above.




                                  J2 COMMUNICATIONS




                                  By:
                                      --------------------------
                                  Name:
                                  Title:


                                  By:
                                      --------------------------
                                  Name:
                                  Title:


                                  --------------------------------
                                  JAMES P. JIMIRRO


                                  --------------------------------
                                  [RELEASER]




                                       1