**EXHIBIT
        14**
  **CODE
        OF BUSINESS CONDUCT AND ETHICS**
   **THIS
        CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE OFFICER,
        PRESIDENT AND CHIEF FINANCIAL OFFICER), AND EMPLOYEE OF NATIONAL LAMPOON,
        INC.,
        (THE “COMPANY”).**
  To
        further the Company's fundamental principles of honesty, loyalty, fairness
        and
        forthrightness, the Board of Directors of the Company (the " *Board* :")
        has
        established and adopted this Code of Business Conduct and Ethics (this
“ *Code* ”).
  This
        Code
        strives to deter wrongdoing and promote the following six objectives:
  ·
            honest
                and ethical conduct;  ·
            avoidance
                of conflicts of interest;  ·
            full,
                fair, accurate, timely and transparent
                disclosure;  ·
            compliance
                with applicable government and self-regulatory organization laws,
                rules
                and regulations;  ·
            prompt
                internal reporting of Code violations;
                and  ·
            accountability
                for compliance with the Code.  Below,
        we
        discuss situations that require application of our fundamental principles
        and
        promotion of our objectives. If you believe there is a conflict between this
        Code and a specific procedure, please consult the Company's Board of Directors
        for guidance.
  Each
        of
        our directors, officers and employees is expected to:
  ·
            understand
                the requirements of your position, including Company expectations
                and
                governmental rules and regulations that apply to your
                position;  ·
            comply
                with this Code and all applicable laws, rules and
                regulations;  ·
            report
                any violation of this Code of which you become aware;
                and  ·
            be
                accountable for complying with this Code.   
  **TABLE
        OF CONTENTS**
 ETHICS
                  ADMINISTRATOR
              3ACCOUNTING
                  POLICIES
              3AMENDMENTS
                  AND MODIFICATIONS OF THIS CODE
              3COMPLIANCE
                  WITH LAWS, RULES AND REGULATIONS
              3COMPUTER
                  AND INFORMATION SYSTEMS
              4CONFIDENTIAL
                  INFORMATION BELONGING TO OTHERS
              4CONFIDENTIAL
                  AND PROPRIETARY INFORMATION
              4CORPORATE
                  OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS
              5DISCIPLINE
                  FOR NONCOMPLIANCE WITH THIS CODE
              6DISCLOSURE
                  POLICIES AND CONTROLS
              6ENVIRONMENT,
                  HEALTH AND SAFETY
              6FILING
                  OF GOVERNMENT REPORTS
              6INSIDER
                  TRADING OR TIPPING
              7INTELLECTUAL
                  PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS
              8INVESTOR
                  RELATIONS AND PUBLIC AFFAIRS
              8POLITICAL
                  CONTRIBUTIONS
              8PROHIBITED
                  SUBSTANCES
              9REPORTING
                  VIOLATIONS OF THIS CODE
              9WAIVERS
              9CONCLUSION
              10
  
 -2-
 
 **ETHICS
        ADMINISTRATOR**
  All
        matters concerning this Code shall be heard by the Board of
        Directors.
  **ACCOUNTING
        POLICIES**
  The
        Company will make and keep books, records and accounts, which in reasonable
        detail accurately and fairly present the Company’s transactions.
  All
        directors, officers, employees and other persons are prohibited from directly
        or
        indirectly falsifying or causing to be false or misleading any financial
        or
        accounting book, record or account. You and others are expressly prohibited
        from
        directly or indirectly manipulating an audit, and from destroying or tampering
        with any record, document or tangible object with the intent to obstruct
        a
        pending or contemplated audit, review or federal investigation. The commission
        of, or participation in, one of these prohibited activities or other illegal
        conduct will subject you to federal penalties, as well as to punishment,
        up to
        and including termination of employment.
  No
        director, officer or employee of the Company may directly or indirectly make
        or
        cause to be made a materially false or misleading statement, or omit to state,
        or cause another person to omit to state, any material fact necessary to
        make
        statements made not misleading, in connection with the audit of financial
        statements by independent accountants, the preparation of any required reports
        whether by independent or internal accountants, or any other work which involves
        or relates to the filing of a document with the Securities and Exchange
        Commission (“ *SEC* ”).
  **AMENDMENTS
        AND MODIFICATIONS OF THIS CODE**
  There
        shall be no amendment or modification to this Code except upon approval by
        the
        Board of Directors.
  In
        case
        of any amendment or modification of this Code that applies to an officer
        or
        director of the Company, the amendment or modification shall be posted on
        the
        Company's website within two days of the board vote or shall be otherwise
        disclosed as required by applicable law or the rules of any stock exchange
        or
        market on which the Company's securities are listed for trading. Notice posted
        on the website shall remain there for a period of twelve months and shall
        be
        retained in the Company's files as required by law.
  **COMPLIANCE
        WITH LAWS, RULES AND REGULATIONS**
  The
        Company's goal and intention is to comply with the laws, rules and regulations
        by which we are governed. All illegal activities or illegal conduct are
        prohibited whether or not they are specifically set forth in this Code.
  Where
        law
        does not govern a situation or where the law is unclear or conflicting, you
        should discuss the situation with your supervisor, our CEO or the chairman
        of
        the Board of Directors, who may then direct you to our legal counsel. Business
        should always be conducted in a fair and forthright manner. Directors, officers
        and employees are expected to act according to high ethical
        standards.
  -3-
  **COMPUTER
        AND INFORMATION SYSTEMS**
  For
        business purposes, officers and employees are provided telephones and computer
        workstations and software, including network access to computing systems
        such as
        the Internet and e-mail, to improve personal productivity and to efficiently
        manage proprietary information in a secure and reliable manner. You must
        obtain
        the permission from your supervisor or our CEO to install any software on
        any
        Company computer or connect any personal laptop to the Company network. As
        with
        other equipment and assets of the Company, we are each responsible for the
        appropriate use of these assets. Except for limited personal use of the
        Company's telephones and computer/e-mail, such equipment may be used only
        for
        business purposes. Officers and employees should not expect a right to privacy
        of their e-mail or Internet use. All e-mails or Internet use on Company
        equipment is subject to monitoring by the Company.
  **CONFIDENTIAL
        INFORMATION BELONGING TO OTHERS**
  You
        must
        respect the confidentiality of information, including, but not limited to,
        trade
        secrets and other information given in confidence by others, just as we protect
        our own confidential information. This includes, but is not limited to partners,
        suppliers, contractors, competitors or customers. However, certain restrictions
        about the information of others may place an unfair burden on the Company's
        future business. For that reason, directors, officers and employees should
        coordinate with your supervisor or the CEO to ensure appropriate agreements
        are
        in place prior to receiving any confidential third-party information. In
        addition, any confidential information that you may possess from an outside
        source, such as a previous employer, must not, so long as such information
        remains confidential, be disclosed to or used by the Company. Unsolicited
        confidential information submitted to the Company should be refused, returned
        to
        the sender where possible and deleted, if received via the Internet.
  **CONFIDENTIAL
        AND PROPRIETARY INFORMATION**
  It
        is the
        Company's policy to ensure that all operations, activities and business affairs
        of the Company and our business associates are kept confidential to the greatest
        extent possible. Confidential information includes all non-public information
        that might be of use to competitors, or that might be harmful to the Company
        or
        its customers if disclosed. Confidential and proprietary information about
        the
        Company or its business associates belongs to the Company, must be treated
        with
        strictest confidence and is not to be disclosed or discussed with others.
  Unless
        otherwise agreed to in writing, confidential and proprietary information
        includes any and all information from which the Company may derive an economic
        benefit, including, but not limited to, methods, inventions, improvements
        or
        discoveries, whether or not patentable or copyrightable, and any other
        information of a similar nature disclosed to the directors, officers or
        employees of the Company or otherwise made known to the Company as a consequence
        of or through employment or association with the Company (including information
        originated by the director, officer or employee). This can include, but is
        not
        limited to, information regarding the Company's business, products, processes,
        and services. It also can include information relating to research, development,
        inventions, trade secrets, intellectual property of any type or description,
        data, business plans, marketing strategies, engineering, contract negotiations,
        contents of the Company intranet and business methods or practices.
  -4-
  The
        following are examples of information that is not considered confidential:
  ·
            information
                that is in the public domain to the extent it is readily
                available;  ·
            information
                that becomes generally known to the public other than by disclosure
                by the
                Company or a director, officer or employee;
                or  ·
            information
                you receive from a party that is under no legal obligation of
                confidentiality with the Company with respect to such
                information.  We
        have
        exclusive property rights to all confidential and proprietary information
        regarding the Company or our business associates. The unauthorized disclosure
        of
        this information could destroy its value to the Company and give others an
        unfair advantage. You are responsible for safeguarding Company information
        and
        complying with established security controls and procedures. All documents,
        records, notebooks, notes, memoranda and similar repositories of information
        containing information of a secret, proprietary, confidential or generally
        undisclosed nature relating to the Company or our operations and activities,
        including any copies thereof, unless otherwise agreed to in writing, belong
        to
        the Company and shall be held by you in trust solely for the benefit of the
        Company. Confidential or proprietary information must be delivered to the
        Company by you on the termination of your association with us or at any other
        time we request.
  **CORPORATE
        OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS**
  You
        are
        prohibited from:
  ·
            taking
                for yourself, personally, opportunities that are discovered through
                the
                use of Company property, information or
                position;  ·
            using
                Company property, information or position for personal gain;
                or  ·
            competing
                with the Company.  You
        have
        a duty to the Company to advance its legitimate interests when the opportunity
        to do so arises.
  You
        are
        personally responsible and accountable for the proper expenditure of Company
        funds, including money spent for travel expenses or for customer entertainment.
        You are also responsible for the proper use of property over which you have
        control, including both Company property and funds and property that customers
        or others have entrusted to your custody. Company assets must be used only
        for
        proper purposes.
  Company
        property should not be misused. Company property may not be sold, loaned
        or
        given away regardless of condition or value, without proper authorization.
        Each
        director, officer and employee should protect our assets and ensure their
        efficient use. Theft, carelessness and waste have a direct impact on the
        Company's profitability. Company assets should be used only for legitimate
        business purposes.
  -5-
  **DISCIPLINE
        FOR NONCOMPLIANCE WITH THIS CODE**
  Disciplinary
        actions for violations of this Code can include oral or written reprimands,
        suspension or termination of employment or a potential civil lawsuit against
        you. The violation of laws, rules or regulations, which can subject the Company
        to fines and other penalties, may result in your criminal prosecution.
  **DISCLOSURE
        POLICIES AND CONTROLS**
  The
        continuing excellence of the Company's reputation depends upon our full and
        complete disclosure of important information about the Company that is used
        in
        the securities marketplace. Our financial and non-financial disclosures and
        filings with the SEC must be transparent, accurate and timely. We must all
        work
        together to insure that reliable, truthful and accurate information is disclosed
        to the public.
  The
        Company must disclose to the SEC, current security holders and the investing
        public information that is required, and any additional information that
        may be
        necessary to ensure the required disclosures are not misleading or inaccurate.
        The Company requires you to participate in the disclosure process, which
        is
        overseen by our CEO and CFO. The disclosure process is designed to record,
        process, summarize and report material information as required by all applicable
        laws, rules and regulations. Participation in the disclosure process is a
        requirement of a public company, and full cooperation and participation by
        our
        CEO, CFO and, upon request, other employees in the disclosure process is
        a
        requirement of this Code.
  Officers
        and employees must fully comply with their disclosure responsibilities in
        an
        accurate and timely manner or be subject to discipline of up to and including
        termination of employment.
  **ENVIRONMENT,
        HEALTH AND SAFETY**
  The
        Company is committed to managing and operating our assets in a manner that
        is
        protective of human health and safety and the environment. It is our policy
        to
        comply, in all material respects, with applicable health, safety and
        environmental laws and regulations. Each employee is also expected to comply
        with our policies, programs, standards and procedures.
  **FILING
        OF GOVERNMENT REPORTS**
  Any
        reports or information provided, on our behalf, to federal, state, local
        or
        foreign governments should be true, complete and accurate. Any omission,
        misstatement or lack of attention to detail could result in a violation of
        the
        reporting laws, rules and regulations.
  -6-
  **INSIDER
        TRADING OR TIPPING**
  Directors,
        officers and employees who are aware of material, non-public information
        from or
        about the Company (an “ *insider* ”),
        are
        not permitted, directly or through family members or other persons or entities,
        to:
  ·
            buy
                or sell securities (or derivatives relating to such securities) of
                the
                Company, or  ·
            pass
                on, tip or disclose material, nonpublic information to others outside
                the
                Company including family and friends.  Such
        buying, selling or trading of securities may be punished by discipline, up
        to
        and including termination of employment; civil actions, resulting in penalties
        of up to three times the amount of profit gained or loss avoided by the inside
        trade or stock tip, or criminal actions, resulting in fines and jail time.
  Examples
        of information that may be considered material, non-public information in
        some
        circumstances are:
  ·
            undisclosed
                annual, quarterly or monthly financial results, a change in earnings
                or
                earnings projections, or unexpected or unusual gains or losses in
                major
                operations;  ·
            undisclosed
                negotiations and agreements regarding mergers, concessions, joint
                ventures, acquisitions, divestitures, business combinations or tender
                offers;  ·
            undisclosed
                major management changes;  ·
            a
                substantial contract award or termination that has not been publicly
                disclosed;  ·
            a
                major lawsuit or claim that has not been publicly
                disclosed;  ·
            the
                gain or loss of a significant customer or supplier that has not been
                publicly disclosed;  ·
            an
                undisclosed filing of a bankruptcy petition by the
                Company;  ·
            information
                that is considered confidential; and  ·
            any
                other undisclosed information that could affect our stock
                price.  The
        same
        policy also applies to securities issued by another company if you have acquired
        material, nonpublic information relating to such company in the course of
        your
        employment or affiliation with the Company.
  When
        material information has been publicly disclosed, each insider must continue
        to
        refrain from buying or selling the securities in question until the third
        business day after the information has been publicly released to allow the
        markets time to absorb the information.
  -7-
  **INTELLECTUAL
        PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS**
  Except
        as
        otherwise agreed to in writing between the Company and an officer or employee,
        all intellectual property you conceive or develop during the course of your
        employment shall be the sole property of the Company. The term intellectual
        property includes any invention, discovery, concept, idea, or writing whether
        protectable or not by any United States or foreign copyright, trademark,
        patent,
        or common law including, but not limited to, designs, materials, compositions
        of
        matter, machines, processes, improvements, data, computer software, writings,
        formula, techniques, know-how, methods, as well as improvements thereof or
        know-how related thereto concerning any past, present, or prospective activities
        of the Company. Officers and employees must promptly disclose in writing
        to the
        Company any intellectual property developed or conceived either solely or
        with
        others during the course of your employment and must render any and all aid
        and
        assistance, at our expense, to secure the appropriate patent, copyright,
        or
        trademark protection for such intellectual property.
  Copyright
        laws may protect items posted on a website. Unless a website grants permission
        to download the Internet content you generally only have the legal right
        to view
        the content. If you do not have permission to download and distribute specific
        website content you should contact your supervisor or our CEO, who may refer
        you
        to our legal counsel.
  If
        you
        are unclear as to the application of this Intellectual Property Policy or
        if
        questions arise, please consult with your supervisor or our CEO, who may
        refer
        you to our legal counsel.
  **INVESTOR
        RELATIONS AND PUBLIC AFFAIRS**
  It
        is
        very important that the information disseminated about the Company be both
        accurate and consistent. For this reason, all matters relating to the Company's
        internal and external communications are handled by our CEO (or, if retained
        for
        such purpose, a public relations consultant). Our CEO (or a public relations
        consultant retained by the Company) is solely responsible for public
        communications with stockholders, analysts and other interested members of
        the
        financial community. Our CEO (or a public relations consultant retained by
        the
        Company) is also solely responsible for our marketing and advertising activities
        and communication with employees, the media, local communities and government
        officials. Our CEO serves as the Company's spokesperson in both routine and
        crisis situations.
  **POLITICAL
        CONTRIBUTIONS**
  You
        must
        refrain from making any use of Company, personal or other funds or resources
        on
        behalf of the Company for political or other purposes which are improper
        or
        prohibited by the applicable federal, state, local or foreign laws, rules
        or
        regulations. Company contributions or expenditures in connection with election
        campaigns will be permitted only to the extent allowed by federal, state,
        local
        or foreign election laws, rules and regulations.
  You
        are
        encouraged to participate actively in the political process. We believe that
        individual participation is a continuing responsibility of those who live
        in a
        free country.
  -8-
  **PROHIBITED
        SUBSTANCES**
  The
        use
        of alcohol, illegal drugs or other prohibited items, including legal drugs
        which
        affect the ability to perform one’s work duties, are prohibited while on Company
        premises. We also prohibit the possession or use of alcoholic beverages,
        firearms, weapons or explosives on our property, unless authorized by our
        CEO.
        You are also prohibited from reporting to work while under the influence
        of
        alcohol or illegal drugs. We reserve the right to perform pre-employment
        and
        random drug testing on employees, as permitted by law.
  **REPORTING
        VIOLATIONS OF THIS CODE**
  You
        should be alert and sensitive to situations that could result in actions
        that
        might violate federal, state, or local laws or the standards of conduct set
        forth in this Code. If you believe your own conduct or that of a fellow employee
        may have violated any such laws or this Code, you have an obligation to report
        the matter.
  Generally,
        you should raise such matters first with an immediate supervisor. However,
        if
        you are not comfortable bringing the matter up with your immediate supervisor,
        or do not believe the supervisor has dealt with the matter properly, then
        you
        should raise the matter with our CEO who may, if a law, rule or regulation
        is in
        question, then refer you to our legal counsel. The most important point is
        that
        possible violations should be reported and we support all means of reporting
        them.
  Directors
        and officers should report any potential violations of this Code to the chairman
        of the Board of Directors or to our legal counsel.
  We
        will
        not allow retaliation against an employee for reporting a possible violation
        of
        this Code in good faith. Retaliation for reporting a federal offense is illegal
        under federal law and prohibited under this Code. Retaliation for reporting
        any
        violation of a law, rule or regulation or a provision of this Code is
        prohibited. Retaliation will result in discipline, up to and including
        termination of employment, and may also result in criminal prosecution. However,
        if a reporting individual was involved in improper activity the individual
        may
        be appropriately disciplined even if he or she was the one who disclosed
        the
        matter to the Company. In these circumstances, we may consider the conduct
        of
        the reporting individual in reporting the information as a mitigating factor
        in
        any disciplinary decision.
  **WAIVERS**
  There
        shall be no waiver of any part of this Code for any director or officer except
        by a vote of the Board of Directors. In case a waiver of this Code is granted
        to
        a director or officer, the notice of such waiver shall be disclosed as required
        by applicable law or the rules of any stock exchange or market on which the
        Company's securities are listed for trading.
  -9-
  **CONCLUSION**
  This
        Code
        is an attempt to point all of us at the Company in the right direction, but
        no
        document can achieve the level of principled compliance that we are seeking.
        In
        reality, each of us must strive every day to maintain our awareness of these
        issues and to comply with the Code’s principles to the best of our abilities.
        Before we take an action, we must always ask ourselves:
  ·
            Does
                it feel right?  ·
            Is
                this action ethical in every way?  ·
            Is
                this action in compliance with the law?  ·
            Could
                my action create an appearance of impropriety?  ·
            Am
                I trying to fool anyone, including myself, about the propriety of
                this
                action?  If
        an
        action would elicit the wrong answer to any of these questions, do not take
        it.
        We cannot expect perfection, but we do expect good faith. If you act in bad
        faith or fail to report illegal or unethical behavior, then you will be subject
        to disciplinary procedures. We hope that you agree that the best course of
        action is to be honest, forthright and loyal at all times.
   -10-