EX 10.1


    EXHIBIT
      10.1

     

    NATIONAL
      LAMPOON, INC.

    


    2005
      CONSULTANT PLAN

     

    PURPOSE
      OF PLAN

    


    The
      purpose of this National Lampoon, Inc. 2005 Consultant Plan is to advance the
      interests of the Company by helping the Company obtain and retain the services
      of persons providing consulting services upon whose judgment, initiative,
      efforts and/or services the Company is substantially dependent, by offering
      to
      or providing those persons with incentives or inducements affording such persons
      an opportunity to become owners of capital stock of the Company.

    


    TERMS
      AND CONDITIONS OF PLAN

    


    
      	
            	1.	
              DEFINITIONS.

            


    

    


    Set
      forth
      below are definitions of capitalized terms that are generally used throughout
      this Plan, or references to provisions containing such definitions (capitalized
      terms whose use is limited to specific provisions are not referenced in this
      Section):

    


    (a)    Award -
      The
      term “Award” is collectively and severally defined as any Award Shares granted
      under this Plan.

    


    (b)    Award
      Shares -
      The
      term “Award Shares” is defined as shares of Common Stock granted by the Plan
      Committee in accordance with Section 5 of this Plan.

    


    (c)    Board
      - The
      term “Board” is defined as the Board of Directors of the Company, as such body
      may be reconstituted from time to time.

    


    (d)    Common Stock
      - The
      term “Common Stock” is defined as the Company’s common stock, par value $0.0001
      per share.

    


    (e)    Company -
      The
      term “Company” is defined as National Lampoon, Inc., a Delaware
      corporation.

    


    (f)    Disposed
      - The
      term “Disposed” (or the equivalent terms “Disposition” or “Dispose”) is defined
      as any transfer or alienation of an Award which would directly or indirectly
      change the legal or beneficial ownership thereof, whether voluntary or by
      operation of law, or with or without the payment or provision of consideration,
      including, by way of example and not limitation: (i) the sale, assignment,
      bequest or gift of the Award; (ii) any transaction that creates or grants a
      right to obtain an interest in the Award; (iii) any transaction that creates
      a
      form of joint ownership in the Award between the Recipient and one or more
      other
      Persons; (iv) any Disposition of the Award to a creditor of the Recipient,
      including the hypothecation, encumbrance or pledge of the Award or any interest
      therein, or the attachment or imposition of a lien by a creditor of the
      Recipient of the Award or any interest therein which is not released within
      30
      days after the imposition thereof; (v) any distribution by a Recipient which
      is
      an entity to its stockholders, partners, co-venturers or members, as the case
      may be, or (vi) any distribution by a Recipient which is a fiduciary such as
      a
      trustee or custodian to its settlors or beneficiaries.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (g)    Eligible
      Person
      - The
      term “Eligible Person” means any Person who, at a particular time, is a
      consultant to the Company or who provides bona fide consulting services to
      the
      Company or a subsidiary of the Company. Officers, directors and employees of
      the
      Company shall not be deemed to be Eligible Persons for the purposes of this
      Plan.

    


    (h)    Fair
      Market Value
      - The
      term “Fair Market Value” means the fair market value of the Award Shares or
      other shares of Common Stock to be valued,
      determined as follows:

    


    (i)    if
      such
      Common Stock is publicly traded and is then listed on a national securities
      exchange, its closing price on the date of determination on the principal
      national securities exchange on which the Common Stock is listed or admitted
      to
      trading;

    


    (ii)    if
      such
      Common Stock is quoted on the NASDAQ National Market, its closing price on
      the
      NASDAQ National Market on the date of determination;

    


    (iii)    if
      such
      Common Stock is publicly traded but is not listed or admitted to trading on
      a
      national securities exchange, the average of the closing bid and asked prices
      on
      the date of determination; or

     

    (iv)    if
      none
      of the foregoing is applicable, by the Plan Committee in good
      faith.

    


    (i)    Issued
      Shares -
      The
      term “Issued Shares” is defined as shares of Common Stock issued pursuant to the
      terms of this Plan.

    


    (j)    Option
      - The
      term “Option” means an award of an option to purchase Shares pursuant to Section
      7.

    


    (k)    Person
      - The
      term “Person” is defined, in its broadest sense, as any individual, entity or
      fiduciary such as, by way of example and not limitation, individual or natural
      persons, corporations, partnerships (limited or general), joint-ventures,
      associations, limited liability companies/partnerships, or fiduciary
      arrangements, such as trusts.

    


    (l)    Plan -
      The
      term “Plan” is defined as this National Lampoon, Inc. 2005 Consultant
      Plan.

    


    (m)    Plan
      Committee -
      The
      term “Plan Committee” is defined as that Committee appointed by the Board to
      administer and interpret this Plan as more particularly described in Section
      3
      of the Plan; provided,
      however,
      that
      the
      term Plan Committee will refer to the Board during such times as no Plan
      Committee is appointed by the Board.

    


    (n)    Restricted
      Shares -
      The
      term “Restricted Shares” is defined as Award Shares that are subject to
      restrictions as more particularly set forth in Section 6 of this
      Plan.

    


    (o)    Recipient
      - The
      term “Recipient” is defined as any Eligible Person who, at a particular time,
      receives the grant of an Award.

    


    (p)    Securities
      Act -
      The
      term “Securities Act” is defined as the Securities Act of 1933, as amended
      (references herein to Sections of the Securities Act are intended to refer
      to
      Sections of the Securities Act as enacted at the time of the adoption of this
      Plan by the Board and as subsequently amended, or to any substantially similar
      successor provisions of the Securities Act resulting from recodification,
      renumbering or otherwise).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (q)    Shares
      - The
      term “Shares” means shares of the Company’s Common Stock reserved for issuance
      under this Plan, as adjusted pursuant to Sections 4 and 8, and any successor
      security.

    


    
      	
            	2.	
              TERM
                OF PLAN.

            


    

    


    This
      Plan
      shall be effective as of such time and date as this Plan is adopted by the
      Board, and this Plan shall terminate on the first business day prior to the
      ten
      (10) year anniversary of the date this Plan became effective. All Awards granted
      pursuant to this Plan prior to the effective date of this Plan shall not be
      affected by the termination of this Plan and all other provisions of this Plan
      shall remain in effect until the terms of all outstanding Awards have been
      satisfied or terminated in accordance with this Plan and the terms of such
      Awards.

    


    
      	
            	3.	
              PLAN
                ADMINISTRATION.

            


    

    


    (a)    Plan
      Committee.
      The Plan
      shall be administered and interpreted by a committee consisting of two or more
      members of the Board. If the Board, in its discretion, does not appoint a Plan
      Committee, the Board itself will administer and interpret the Plan and take
      such
      other actions as the Plan Committee is authorized to take hereunder; provided
      that the Board may take such actions in the same manner as the Board may take
      other actions under the Certificate of Incorporation and bylaws of the Company
      generally.

    


    Members
      of the Plan Committee may resign at any time by delivering written notice to
      the
      Board. Vacancies in the Plan Committee shall be filled by the Board. The Plan
      Committee shall act by a majority of its members in office. The Plan Committee
      may act either by vote at a meeting or by a memorandum or other written
      instrument signed by a majority of the Plan Committee.

    


    (b)    Power
      to Make Awards.
      The Plan
      Committee shall have the full and final authority in its sole discretion, at
      any
      time and from time-to-time, subject only to the express terms, conditions and
      other provisions of the Certificate of Incorporation of the Company and this
      Plan, and the specific limitations on such discretion set forth herein,
      to:

    


    (i)    Designate
      the Eligible Persons or classes of Eligible Persons eligible to receive Awards
      from among the Eligible Persons;

    


    (ii)    Grant
      Awards to such selected Eligible Persons or classes of Eligible Persons in
      such
      form and amount (subject to the terms of the Plan) as the Plan Committee shall
      determine;

    


    (iii)    Impose
      such limitations, restrictions and conditions upon any Award as the Plan
      Committee shall deem appropriate and necessary;

    


    (iv)    Interpret
      the Plan, adopt, amend and rescind rules and regulations relating to the Plan,
      and make all other determinations and take all other action necessary or
      advisable for the implementation and administration of the Plan;
      and

    


    (v)    Delegate
      all or a portion of its authority under subsections (i) through (iii) of this
      Section 3(b) to one or more directors of the Company who are executive officers
      of the Company, subject to such restrictions and limitations (such as the
      aggregate number of shares of Common Stock that may be awarded) as the Plan
      Committee may decide to impose on such delegate directors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    In
      determining the recipient, form and amount of Awards, the Plan Committee shall
      consider any factors deemed relevant, including the individual’s functions,
      responsibilities, value of services to the Company and past and potential
      contributions to the Company’s profitability and sound growth.

    


    (c)    Interpretation
      Of Plan.
      The Plan
      Committee shall, in its sole and absolute discretion, interpret and determine
      the effect of all matters and questions relating to this Plan. The
      interpretations and determinations of the Plan Committee under the Plan
      (including without limitation determinations pertaining to the eligibility
      of
      Persons to receive Awards, the form, amount and timing of Awards, the methods
      of
      payment for Awards, the restrictions and conditions placed upon Awards, and
      the
      other terms and provisions of Awards and the certificates or agreements
      evidencing same) need not be uniform and may be made by the Plan Committee
      selectively among Persons who receive, or are eligible to receive, Awards under
      the Plan, whether or not such Persons are similarly situated. All actions taken
      and all interpretations and determinations made under this Plan in good faith
      by
      the Plan Committee shall be final and binding upon the Recipient, the Company,
      and all other interested Persons. No member of the Plan Committee shall be
      personally liable for any action taken or decision made in good faith relating
      to this Plan, and all members of the Plan Committee shall be fully protected
      and
      indemnified to the fullest extent permitted under applicable law by the Company
      in respect to any such action, determination, or interpretation.

    


    (d)    Compensation;
      Advisors.
      Members
      of the Plan Committee shall receive such compensation for their services as
      members as may be determined by the Board. All expenses and liabilities incurred
      by members of the Plan Committee in connection with the administration of the
      Plan shall be borne by the Company. The Plan Committee may, with the approval
      of
      the Board, employ attorneys, consultants, accountants, appraisers, brokers,
      or
      other Persons, at the cost of the Company. The Plan Committee, the Company
      and
      its officers and directors shall be entitled to rely upon the advice, opinions,
      or valuations of any such Persons.

    


    
      	
            	4.	
              SHARES
                RESERVED.

            


    

    


    (a)    Maximum
      Number of Shares Authorized Under Plan.
      Shares
      of stock which may be issued or granted under the Plan shall be authorized
      and
      unissued or treasury shares of Common Stock. The aggregate maximum number of
      shares of Common Stock which may be issued as a grant of Award Shares shall
      not
      exceed 250,000 shares of Common Stock (the “Stock Pool”); provided,
      however,
      that
      such
      number shall be increased by the following:

    


    (i)    Any
      shares of Common Stock tendered by a Recipient as payment for Award
      Shares;

    


    (ii)    Any
      rights to shares of Common Stock surrendered by a Recipient as payment for
      Award
      Shares; and

    


    (iii)    Any
      Restricted Shares which are granted as Award Shares, and are subsequently
      forfeited by the holders thereof.

    


    (b)    Calculating
      Shares Available For Awards.
      For
      purposes of calculating the maximum number of shares of Common Stock in the
      Stock Pool which may be issued under the Plan, when Award Shares are granted
      and
      the Plan Committee elects to require payment with respect to such grant, and
      when shares of Common Stock are used as full or partial payment for the grant
      of
      such shares, only the net shares issued (including the shares, if any, withheld
      for tax withholding requirements) shall be counted.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c)    Date
      of Award.
      The date
      an Award is granted shall mean the date selected by the Plan Committee as of
      which the Plan Committee allots a specific number of shares to a Recipient
      with
      respect to such Award pursuant to the Plan.

    


    
      	
            	5.	
              AWARD
                SHARES.

            


    

    


    (a)    Grant.
      The Plan
      Committee may from time to time, and subject to the provisions of the Plan
      and
      such other terms and conditions as the Plan Committee may prescribe, grant
      to
      any Eligible Person one or more shares of Common Stock (“Award Shares”) allotted
      by the Plan Committee. The grant of Award Shares or grant of the right to
      receive Award Shares shall be evidenced by either a written consulting agreement
      or a separate written agreement confirming such grant, executed by the Company
      and the Recipient, stating the number of Award Shares granted and stating all
      terms and conditions of such grant.

    


    (b)    Purchase
      Price and Manner of Payment.
      The Plan
      Committee, in its sole discretion, may grant Award Shares in any of the
      following instances: 

    


    (i)    as
      a
“bonus” or “reward” for services previously rendered and compensated, in which
      case the recipient of the Award Shares shall not be required to pay any
      consideration for such Award Shares, and the value of such Award Shares shall
      be
      the Fair Market Value of such Award Shares on the date of grant; or

    


    (ii)    as
      “compensation” for the performance of services or attainment of goals, in which
      case the recipient of the Award Shares shall not be required to pay any
      consideration for such Award Shares (other than the performance of his
      services), and the value of such Award Shares received (together with the value
      of such services or attainment of goals attained by the Recipient), may not
      be
      less than 85% of the Fair Market Value of such Award Shares on the date of
      grant.

    


    
      	
            	6.	
              RESTRICTED
                SHARES.

            


    

    


    (a)    Vesting
      Conditions; Forfeiture of Unvested Shares.
      The
      Plan
      Committee may subject or condition the grant of Issued Shares (hereinafter
      referred to as “Restricted Shares”) to such vesting conditions based upon
      continued provision of services or attainment of goals subsequent to such grant
      of Restricted Shares as the Plan Committee, in its sole discretion, may deem
      appropriate. In the event the Recipient does not satisfy such vesting
      conditions, the Company may require the Recipient to forfeit such unvested
      Restricted Shares. All vesting conditions imposed on the grant of Restricted
      Shares shall be set forth in either a written consulting agreement or a separate
      written restricted stock agreement, executed by the Company and the Recipient
      on
      or before the time of the grant of such Restricted Shares, stating the number
      of
      said Restricted Shares subject to such conditions and further specifying the
      vesting conditions. If no vesting conditions are expressly provided in the
      underlying consulting agreement or in a separate restricted stock agreement,
      the
      Issued Shares shall not be deemed to be Restricted Shares, and will not be
      required to be forfeited.

    


    (b)    Restrictive
      Legend.
      Until
      such time as all conditions placed upon Restricted Shares lapse, the Plan
      Committee may place a restrictive legend on the share certificate representing
      such Restricted Shares which evidences said restrictions in such form and
      subject to such stop instructions as the Plan Committee shall deem appropriate.
      The conditions shall similarly apply to any new, additional or different
      securities the Recipient may become entitled to receive with respect to such
      Restricted Shares by virtue of a stock split or stock dividend or any other
      change in the corporate or capital structure of the Company. The Plan Committee
      shall also have the right, should it elect to do so, to require the Recipient
      to
      deposit the share certificate for the Restricted Shares with the Company or
      its
      agent, endorsed in blank or accompanied by a duly executed irrevocable stock
      power or other instrument of transfer, until such time as the conditions lapse.
      The Company shall remove the legend with respect to any Restricted Shares which
      become vested.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c)    Stockholder
      Rights.
      The
      Recipient of Restricted Shares shall have all rights or privileges of a
      stockholder of the Company with respect to the Restricted Shares notwithstanding
      the terms of this Section 6 (with the exception of Subsection (d) hereof) and,
      as such, shall be fully entitled to receive dividends (if any are declared
      and
      paid), to vote and to exercise all other rights of a stockholder with respect
      to
      the Restricted Shares. 

    


    
      	
            	7.	
              OPTIONS.

            


    

    


    The
      Committee may grant Non-Qualified Stock Options to eligible persons and will
      determine the number of Shares subject to the Option, the Exercise Price of
      the
      Option, the period during which the Option may be exercised, and all other
      terms
      and conditions of the Option, subject to the following:

    


    (a)    Form
      of Option Grant.
      Each
      Option granted under this Plan will be evidenced by an Award Agreement
      (hereinafter referred to as the “Stock Option Agreement”), and will be in such
      form and contain such provisions (which need not be the same for each Recipient)
      as the Committee may from time to time approve, and which will comply with
      and
      be subject to the terms and conditions of this Plan.

    


    (b)    Date
      of Grant.
      The date
      of grant of an Option will be the date on which the Committee makes the
      determination to grant such Option, unless otherwise specified by the Committee.
      The Stock Option Agreement and a copy of this Plan will be delivered to the
      Recipient within a reasonable time after the granting of the
      Option.

    


    (c)    Exercise
      Period.
      Options
      may be exercisable within the times or upon the events determined by the
      Committee as set forth in the Stock Option Agreement governing such Option;
      provided, however, that no Option will be exercisable after the expiration
      of
      ten (10) years from the date the Option is granted. The Committee also may
      provide for Options to become exercisable at one time or from time to time,
      periodically or otherwise, in such number of Shares or percentage of Shares
      as
      the Committee determines.

    


    (d)    Exercise
      Price.
      The
      Exercise Price of an Option will be determined by the Committee when the Option
      is granted and may be not less than 85% of the Fair Market Value of the Shares
      on the date of grant.

    


    (e)    Method
      of Exercise.
      Options
      may be exercised only by delivery to the Company of a written stock option
      exercise agreement (the “Exercise Agreement”) in a form approved by the
      Committee, (which need not be the same for each Recipient), stating the number
      of Shares being purchased, the restrictions imposed on the Shares purchased
      under such Exercise Agreement, if any, and such representations and agreements
      regarding the Recipient’s investment intent and access to information and other
      matters, if any, as may be required or desirable by the Company to comply with
      applicable securities laws, together with payment in full of the Exercise Price
      for the number of Shares being purchased. The Exercise Price must be paid in
      cash.

    


    (f)    Termination.
      Notwithstanding the exercise periods set forth in the Stock Option Agreement,
      if
      the Recipient’s service is Terminated for any reason, then the Recipient’s
      Options may be exercised only to the extent that such Options would have been
      exercisable by the Recipient on the Termination Date and must be exercised
      by
      the Recipient (or the Recipient’s legal representative) no later than three (3)
      months after the Termination Date (or such longer time period not exceeding
      five
      (5) years as may be determined by the Committee).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (g)    Limitations
      on Exercise.
      The
      Committee may specify a reasonable minimum number of Shares that may be
      purchased on any exercise of an Option, provided that such minimum number will
      not prevent the Recipient from exercising the Option for the full number of
      Shares for which it is then exercisable.

    


    (h)    Modification,
      Extension or Renewal.
      The
      Committee may modify, extend or renew outstanding Options and authorize the
      grant of new Options in substitution therefore, provided that any such action
      may not, without the written consent of a Recipient, impair any of such
      Recipient’s rights under any Option previously granted. The Committee may reduce
      the Exercise Price of outstanding Options without the consent of Recipients
      affected by a written notice to them; provided, however, that the Exercise
      Price
      may not be reduced below the minimum Exercise Price that would be permitted
      under subsection (d) above for Options granted on the date the action is taken
      to reduce the Exercise Price.

    


    
      	
            	8.	
              ADJUSTMENTS.

            


    

    


    (a)    Subdivision
      or Stock Dividend.
      If (i)
      outstanding shares of Common Stock shall be subdivided into a greater number
      of
      shares by reason of recapitalization or reclassification, the number of shares
      of Common Stock, if any, available for issuance in the Stock Pool shall,
      simultaneously with the effectiveness of such subdivision or immediately after
      the record date of such dividend, be proportionately increased, and (ii)
      conversely, if the outstanding shares of Common Stock shall be combined into
      a
      smaller number of shares, the number of shares of Common Stock, if any,
      available for issuance in the Stock Pool shall, simultaneously with the
      effectiveness of such combination, be proportionately increased. 

    


    (b)    Adjustments
      Determined in Sole Discretion of Board.
      To the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustments shall be made by the Board of Directors, whose
      determination in that respect shall be final, binding and
      conclusive.

    


    (c)    No
      Other Rights to Recipient.
      Except
      as expressly provided in this Section 8, (i) the Recipient shall have no rights
      by reason of any subdivision or consolidation of shares of stock of any class
      or
      the payment of any stock dividend or any other increase or decrease in the
      number of shares of stock of any class, and (ii) the dissolution, liquidation,
      merger, consolidation or divisive reorganization or sale of assets or stock
      to
      another corporation, or any issue by the Company of shares of stock of any
      class, or securities convertible into shares of stock of any class, shall not
      affect, and no adjustment by reason thereof shall be made with respect to,
      the
      number of shares. The grant of an Award pursuant to this Plan shall not affect
      in any way the right or power of the Company to make adjustments,
      reclassifications, reorganizations or changes of its capital or business
      structure or to merge, consolidate, dissolve or liquidate, or to sell or
      transfer all or any part of its business or assets. 

    


    
      	
            	9.	
              PERFORMANCE
                ON BUSINESS DAY.

            


    

    


    In
      the
      event the date on which a party to this Plan is required to take any action
      under the terms of this Plan is not a business day, the action shall, unless
      otherwise provided herein, be deemed to be required to be taken on the next
      succeeding business day.

    


    
      	
            	10.	
              STATUS
                AS A CONSULTANT.

            


    

    


    In
      no
      event shall the granting of an Award be construed as granting a continued right
      of a consultant relationship to a Recipient if such Person, nor effect any
      right
      which the Company may have to terminate the consultant relationship of such
      Person, at any time, except to the extent that such Person and the Company
      have
      agreed otherwise in writing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              11.

            	
              AMENDMENT
                AND DISCONTINUATION OF PLAN; MODIFICATION OF
                AWARDS.

            


    

    


    (a)    Amendment,
      Modification or Termination of Plan.
      The
      Board
      may amend the Plan to increase, in its sole discretion, the number of shares
      to
      be reserved and issued under the Plan. The Board may also suspend or discontinue
      the Plan, at any time or from time-to-time. No such amendment, modification
      or
      termination may adversely alter or impair any Award previously granted under
      this Plan without the consent of each Recipient affected thereby.

    


    (b)    Modification
      of Restricted Share Vesting Conditions.
      Subject
      to the terms and conditions and within the limitations of this Plan, including
      vesting conditions, the Plan Committee may modify the conditions placed upon
      the
      grant of any Restricted Shares, provided,
      however,
      no
      modification of any conditions placed upon Restricted Shares may, without the
      consent of the Recipient thereof, adversely alter or impair such Recipient’s
      rights with respect to such Restricted Shares.

    


    (c)    Compliance
      with Laws.
      The
      Plan
      Committee may at any time or from time-to-time, without receiving further
      consideration from any Person who may become entitled to receive or who has
      received the grant of an Award hereunder, modify or amend Awards granted under
      this Plan as required to: (i) comport with changes in securities, tax or other
      laws or rules, regulations or regulatory interpretations thereof applicable
      to
      this Plan or Awards thereunder or to comply with stock exchange rules or
      requirements and/or (ii) ensure that this Plan is and remains or shall become
      exempt from the application of any participation, vesting, benefit accrual,
      funding, fiduciary, reporting, disclosure, administration or enforcement
      requirement of either the Employee Retirement Income Security Act of 1974,
      as
      amended (“ERISA”), or the corresponding provisions of the Internal Revenue Code
      of 1986, as amended. Provided,
      however,
      no
      such
      modification may, without the consent of the holder thereof, adversely alter
      or
      impair his or her rights with respect to such Award Shares.

    


    
      	
            	12.	
              FINANCIAL
                INFORMATION

            


    

    


    The
      Company will provide financial statements to each Recipient prior to such
      Recipient’s purchase of Shares under this Plan, and to each Recipient annually
      during the period such Recipient has Awards outstanding.

    


    
      	
            	13.	
              SECURITIES
                LAW AND OTHER REGULATORY COMPLIANCE.

            


    

    


    An
      Award
      will not be effective unless such Award is in compliance with all applicable
      federal and state securities laws, rules and regulations of any governmental
      body, and the requirements of any stock exchange or automated quotation system
      upon which the Shares may then be listed or quoted, as they are in effect on
      the
      date of grant of the Award and also on the date of exercise or other issuance.
      Notwithstanding any other provision in this Plan, the Company will have no
      obligation to issue or deliver certificates for Shares under this Plan prior
      to:
      (a) obtaining any approvals from governmental agencies that the Company
      determines are necessary or advisable; and/or (b) completion of any registration
      or other qualification of such Shares under any state or federal law or ruling
      of any governmental body that the Company determines to be necessary or
      advisable. The Company will be under no obligation to register the Shares with
      the SEC or to effect compliance with the registration, qualification or listing
      requirements of any state securities laws, stock exchange or automated quotation
      system, and the Company will have no liability for any inability or failure
      to
      do so.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
            	14.	
              NONEXCLUSIVITY
                OF THE PLAN.

            


    

    


    Neither
      the adoption of this Plan by the Board, the submission of this Plan to the
      stockholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of stock options and bonuses otherwise than
      under this Plan, and such arrangements may be either generally applicable or
      applicable only in specific cases.

    


    
      	
            	15.	
              ADOPTION
                AND STOCKHOLDER APPROVAL.

            


    

    


    This
      Plan
      was adopted by the Board of Directors on October 27, 2005. This Plan shall
      be
      approved by the stockholders of the Company and will become effective on that
      date (the “Effective Date”). Upon the Effective Date, the Committee may grant
      Awards pursuant to this Plan.

    


    IN
      WITNESS WHEREOF, pursuant to the due authorization and adoption of this Plan
      by
      the Board of Directors on the 27th day of October 2005, the Company has caused
      this Plan to be duly executed by its duly authorized officer.

    

      	 	 	 
	 	NATIONAL
              LAMPOON, INC.
	 
 	 
 	 
 
	 	By:  	/s/ DANIEL
              S.
              LAIKIN
	 	
              

            
	 	Daniel
              S. Laikin, Chief Executive Officer