f10k0708ex4ii_natlampoon.htm


     

     

    
      Exhibit
4.2


       

      Delaware                          

      The
First State

       

       

       

       

          I, HARRIET SMITH
WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE
ATTACHED IS A TRUE AND 

       

       

      CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF " NATIONAL LAMPOON, INC." 

       

       

      FILED IN THIS OFFICE ON THE
FOURTEENTH DAY OF NOVEMBER, A..D. 2005 AT 10:17 O'CLOCK
A..M.

       

       

          A FILED COPY
OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF
DEEDS.

       

       

       

       

       

       

       

       

       

       

       

       

       

      
      

       

      
        	
                3562246    
      8100 

                 

                 

                050923582

              	
                

              	
                /s/
      Harriet Smith Windsor

                Harriet
      Smith Windsor, Secretary of State

                AUTHENTICATION:
      429423

                 

                DATE:
      11-14-05

              


      

       

      
        


         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

    

     

    
    

     

    
      	 	
              State
      of relaware

              Secretary of
      State

              Division
      of Corporations

              Delivered 10:17 AM 11/14/2005

              FILED10:17
      AM 11/14/2005

              SRV 050923582
      - 3562246 FILE

            


    

     

     

    
      AMENDMENT
NO. I

      OF

      CERTIFICATE
OF DESIGNATIONS,

      PREFERENCES,
RIGHTS AND LIMITATIONS

      (SERIES
C CONVERTIRLE PREFERRED STOCK)

       

      First; The Board of Directors of National
Lampoon, Inc., a Delaware corporation (the "Corporation"), duly adopted
resolutions setting forth the proposed amendment to the Certificate of
Designations, Preferences, Rights and Limitations (Series C Convertible
Preferred Stock) or said Corporation, declaring said amendment to be in the best
interests of
the Corporation and its stockholders. The resolutions
setting forth the
proposed amendment are substantially as
follows:

       

      NOW, THEREFORE, BE IT RESOLVE.%
that there shall be added to the Certificate of Designations, Preferences,
Rights and Limitations (Series C Convertible PrcfeiTed Stock) the following
paragraph, which shall follow the paragraph titled "Common Stock":

       

      
        	 	 
      
                "Conversion Price" refers to the method by
      which the number of shares of Common
      Stock to be issued upon payment of dividends is computed and means
      an
      amount equal to the closing price of the Common
      Stock as reported by the exchange
      or regulated quotation service on which the Common Stock is
      traded on the
      trading day immediately prior to the date on which the Series C Preferred
      Stock
      is converted, provided, however, that if
      no trades arc made on that day, then the
      number of shares to be issued will be
      computed using
      the closing price on the last
      day, prior
      to the date on which the Series C Preferred Stock is converted, on
      which
      trades were
      made and reported. The "Conversion Price" does not refer to,
      and
      is not the method by
      which, the number of shares of Common Stock to be issued
      upon conversion of the Series C Preferred Stock is
      computed.

              	 


      

       

      Second: That acting by written consent,
the holders of at least a majority of the issued and outstanding shares of the
Corporation's capital stock, including the Series C Preferred Stock, consented
to the foregoing
resolutions and to this First Amendment of Certificate of Designations,
Preferences, Rights and Limitations (Series C Convertible Preferred Stock) in
accordance with Section 228(a) of the Delaware General Corporation
Law.

       

      Third: That the resolutions and this First
Amendment of Certificate of Designations, Preferences, Rights and
Limitations (Series C Convertible Preferred Stock) was duly adopted hi
accordance with the provisions of Section 242(b)(I) of the Delaware General
Corporation Law,

       

      IN WITNESS WHEREOF, the
undersigned Corporation has caused this First Amendment to Certificate of
Designations, Preferences, Rights and Limitations (Series C
Convertible Preferred Stock) to be signed by a duly authorized officer as of
October 27, 2005.

       

      By: /s/ Douglas S.
Bennett

      Douglas
S. Bennett, President