STATE OF DELAWARE
                               FIRST AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             NATIONAL LAMPOON, INC.

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 Incorporation (the "Certificate") of 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 RESOLVED, that Article 4 of the Certificate of
Incorporation of the Corporation be amended and restated in its entirety to read
as follows:

            ARTICLE 4. STOCK. The aggregate number of shares of capital stock
      that the Corporation shall have authority to issue is Sixty-Two Million
      (62,000,000) shares, consisting of Sixty Million (60,000,000) shares of
      common stock with a par value of $0.0001 per share ("Common Stock") and
      Two Million (2,000,000) shares of preferred stock with a par value of
      $0.0001 per share ("Preferred Stock").

      NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of
the Corporation is hereby amended by striking out Sections 5.2.1, 5.2.3 and
5.2.4(d) thereof and by substituting in lieu of said sections the following new
Sections 5.2.1, 5.2.3 and 5.2.4(d), and by adding a new Section 5.2.7 to Article
5 of the Certificate of Incorporation, as follows:

            SECTION 5.2.1 DIVIDEND RIGHTS. The Corporation shall have the right
      to issue dividends and make distributions, whether cash, securities or
      otherwise, whether or not any shares of the Series B Preferred Stock are
      outstanding; provided, however, that the Corporation shall not issue any
      dividends (other than dividends payable solely in Common Stock) or make
      any distributions of cash or other assets until after the Payment
      Satisfaction Date. To the extent dividends are declared and issued by the
      Corporation prior to the earlier of (i) the date of a Liquidation Event or
      (ii) the date on which the Series B Preferred Stock is converted
      hereunder, the Corporation shall pay preferential dividends to the holders
      of the Series B Preferred Stock as provided in this Section 5.2.1.
      Dividends may be paid in cash or with shares of Common Stock. Dividends on
      each share of the Series B Preferred Stock shall accrue on a daily basis,
      whether or not declared, beginning July 19, 2004 and continuing to accrue
      until the earlier of (i) the date of a Liquidation Event, or (ii) the date
      on which such share of Series B Preferred Stock is converted hereunder, at
      the rate of 9.0% per annum on the sum of (i) the Original Purchase Price
      (as equitably adjusted for any stock splits, stock dividends,
      recapitalizations, reverse stock splits or otherwise to prevent an
      enlargement or diminution of rights), plus (ii) all accumulated and unpaid
      dividends thereon (compounding annually). All accrued and unpaid dividends
      on each share of Series B Preferred Stock shall be fully paid (pro rata
      and pari passu with any class or series of preferred securities of the


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      Corporation entitled to participate pro rata and pari passu as to
      dividends with the Series B Preferred Stock) before any dividends or
      distributions may be issued with respect to any Junior Securities. If a
      share of Series B Preferred Stock is converted, then upon such conversion
      any accumulated and unpaid dividends on such share of Series B Preferred
      Stock shall be paid in the form of Common Stock at a price per share equal
      to the price at which shares of Series C Convertible Preferred Stock of
      the Corporation would be converted at the time assuming there were shares
      of such stock actually being converted at that time. Except as otherwise
      provided herein, if at any time the Corporation pays less than the total
      amount of dividends then accrued with respect to the Series B Preferred
      Stock and any class or series of preferred securities of the Corporation
      entitled to participate pro rata and pari passu as to dividends or
      distributions with the Series B Preferred Stock, such payment shall be
      distributed ratably among the holders thereof based upon the aggregate
      accrued but unpaid dividends on the Series B Preferred Stock and any class
      or series of preferred securities of the Corporation entitled to
      participate pro rata and pari passu as to dividends or distributions with
      the Series B Preferred Stock.

            SECTION 5.2.3 LIQUIDATION RIGHTS. Not less than thirty (30) days
      prior to the payment date stated therein, the Corporation shall mail
      written notice of any Liquidation Event to each record holder of Series B
      Preferred Stock setting forth in reasonable detail the amount of proceeds
      to be paid with respect to each share of (a) Series B Preferred Stock, (b)
      Common Stock and (c) any class or series of preferred securities of the
      Corporation entitled to priority over or to participate pro rata and pari
      passu as to dividends or distributions with the Series B Preferred Stock,
      in connection with such Liquidation Event. Upon any liquidation,
      dissolution, or winding up of the Corporation, whether voluntary or
      involuntary, the holders of Series B Preferred Stock shall be entitled to
      receive payment of all accrued and unpaid dividends with respect thereto
      prior to the making of any distributions to the holders of Common Stock,
      and after the payment of such dividends (and any other dividends or
      amounts payable to the holders of the Corporation's preferred securities
      entitled to priority with respect thereto) the assets of the Corporation
      legally available for distribution, if any, shall be distributed ratably
      to the holders of the Common Stock and the Series B Preferred Stock, along
      with the holders of all other securities of the Corporation entitled to
      participate therein, with all holders of Series B Preferred Stock being
      treated as if they were holders of the number of shares of Common Stock
      into which their shares of Series B Preferred Stock could be converted in
      accordance with Section 5.2.4.


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            SECTION 5.2.4 CONVERSION RIGHTS.

            (D) FRACTIONAL SHARES. No fractional shares of Common Stock shall be
      issued upon conversion of Series B Preferred Stock. All shares of Common
      Stock (including fractions thereof) issuable upon conversion of more than
      one share of Series B Preferred Stock by a holder thereof shall be
      aggregated for purposes of determining whether the conversion would result
      in the issuance of any fractional share. If, after the aforementioned
      aggregation, the conversion would result in the issuance of any fractional
      share, the Corporation shall, in lieu of issuing any fractional share, pay
      cash equal to the product of such fraction multiplied by the Market Price
      of the Common Stock on the date of conversion.

            SECTION 5.2.7 DEFINITIONS. As used in this Article 5, the following
      defined terms have the meanings set forth below:

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

            "JUNIOR SECURITIES" means the Common Stock and any other capital
      stock or other equity securities of the Corporation (including, without
      limitation, warrants, options and other rights to acquire such capital
      stock or other equity securities), except for the Series B Preferred Stock
      and such other series or classes of securities having priority over the
      Series B Preferred Stock, or having the right to participate pro rata and
      pari passu with the Series B Preferred Stock, as to current or liquidating
      dividends or other distributions and as to which the holders of a majority
      of the Series B Preferred Stock have affirmatively approved the issuance
      thereof.

            "LIQUIDATION EVENT" means any of the following: (i) the liquidation,
      dissolution or winding up of the Corporation (whether voluntary or
      involuntary), (ii) the sale, lease, transfer or other disposition of all
      or substantially all of the property or assets of the Corporation, (iii)
      any merger, consolidation or reorganization to which the Corporation is a
      party, except for a merger, consolidation or reorganization as to which,
      after giving effect to such merger, consolidation or reorganization, the
      holders of the Corporation's outstanding capital stock (on a fully-diluted
      basis) immediately prior to the merger, consolidation or reorganization,
      own capital stock holding a majority of the voting power (under ordinary
      circumstances), and (iv) any sale or related series of sales of shares of
      the Corporation's capital stock by the Corporation which results in any
      Person or group of affiliated Persons (other than the owners of the
      Company's capital stock immediately prior to such sale or related series
      of sales) owning capital stock holding a majority of the voting power of
      the Company.

            "MARKET PRICE" of the Common Stock means the average of the closing
      prices of the Common Stock's sales on all securities exchanges on which
      the Common Stock may at the time be listed, or, if there have been no
      sales on any such exchange on any day, the average of the highest bid and
      lowest asked prices on all such exchanges at the end of such day, or, if
      on any day the Common Stock is not so listed, the average of the
      representative bid and asked prices quoted in the NASDAQ System as of 4:00
      P.M., New York time, or, if on any day the Common Stock is not quoted in
      the NASDAQ System, the average of the closing or last prices of such
      stock's sales each day (whether sales occurred each day or not) in the
      domestic over the counter market as reported by the National Quotation
      Bureau, Incorporated, or any similar successor organization, in each such
      case averaged over a period of twenty-one (21) business days consisting of
      the day as of which "Market Price" is being determined and the twenty (20)
      consecutive business days immediately prior to such day. If at any time
      the Common Stock is not listed on any securities exchange or quoted in the
      NASDAQ System or the over the counter market, the "Market Price" shall be
      the fair value thereof determined in the reasonable good faith judgment of
      the Corporation's Board of Directors.


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            "ORIGINAL PURCHASE PRICE" shall mean with respect to each share of
      Series B Preferred Stock the amount paid to the Corporation for the
      issuance thereof (with accompanying warrants or options if applicable).

            "PAYMENT SATISFACTION DATE" means the date following the termination
      of the employment of James P. Jimirro ("JIMIRRO") with the Corporation as
      of which the following condition (whichever is applicable) has been
      satisfied: (i) if Jimirro's employment with the Corporation has been
      terminated by the Corporation for "Cause" pursuant to Section 4(e) of the
      Employment Agreement between Jimirro and the Corporation dated May 17,
      2002 (the "EMPLOYMENT AGREEMENT") or by Jimirro otherwise than for an
      Executive Good Reason Termination Event pursuant to Section 4(g) of the
      Employment Agreement, then upon full payment of all compensation
      (excluding payments with respect to the movie "National Lampoon's Van
      Wilder") owed to Jimirro under the Employment Agreement; or (ii) if
      Jimirro's employment with the Corporation has been terminated by reason of
      Jimirro's death or disability, by the Corporation for "Convenience"
      pursuant to Section 4(f) of the Employment Agreement, or by Jimirro for an
      Executive Good Reason Termination Event pursuant to Section 4(g) of the
      Employment Agreement, then upon the later of (A) full payment to Jimirro
      of all compensation (including payments under the Severance Note (as
      defined in the Employment Agreement) but excluding payments with respect
      to the movie "National Lampoon's Van Wilder") owed to Jimirro under the
      Employment Agreement, and (B) thirteen (13) months after the payment to
      Jimirro of the "Cash Severance Payment" pursuant to, and as defined in,
      Section 5(d)(i) of the Employment Agreement.

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 B Preferred Stock, consented to the foregoing resolutions and this
First Amendment of Certificate of Incorporation in accordance with Section
228(a) of the Delaware General Corporation Law.


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THIRD: That the resolutions and this First Amendment of Certificate of
Incorporation was duly adopted in accordance with the provisions of Section
242(b)(1) of the Delaware General Corporation Law.

FOURTH: That the capital of said Corporation shall not be reduced under or by
reason of said amendment.

      IN WITNESS WHEREOF, the undersigned Corporation has caused this First
Amendment to Certificate of Incorporation to be signed by a duly authorized
officer as of October 15, 2004.


                                        By: /s/ Douglas Bennett
                                           -------------------------------------
                                           Douglas Bennett,
                                           Executive Vice President


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