EXHIBIT
4.3


AMENDMENT
NO. 2


OF


CERTIFICATE
OF DESIGNATIONS,


PREFERENCES,
RIGHTS AND LIMITATIONS


(SERIES
C CONVERTIBLE 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) 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, NOW,that the Certificate of Designations, Preferences, Rights and Limitations
(Series C Convertible Preferred Stock) of the Corporation is hereby amended by
striking out Section 4 thereof and by substituting in lieu of said section the
following new Section 4, as follows:





Section 4.
Dividends.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 C Preferred Stock are outstanding.  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 C Preferred Stock is converted hereunder, the Corporation shall pay
preferential dividends, payable at the election of the holder of the Series C
Preferred Stock, in the Corporation’s Series D Convertible Preferred Stock or in
shares of the Corporation’s Common Stock, to the holders of the Series C
Preferred Stock as provided in this Section 4.  Dividends on each
share of the Series C Preferred Stock shall accrue on a daily basis, whether or
not declared, beginning with the date of issuance of such share of Series C
Preferred (November 1, 2004) and continuing until the earlier of (i) the date of
a Liquidation Event, or (ii) the date on which such share of Series C 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 C Preferred Stock shall be fully paid (pro
rata and pari passuwith any class or series of preferred securities of the Corporation
entitled to participate pro rata and pari passuas to dividends
with the Series C Preferred Stock) before any dividends or distributions may be
issued with respect to any Junior Securities.  Dividends shall be paid
on January 31, April 30, July 31, and October 31 of each
year.  The number of
shares of Series D Convertible Preferred Stock or Common Stock that will be
issued in payment of a dividend shall be computed by (i) dividing the amount of
the dividend by the closing price of a share of 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 dividend is to be
paid, (provided, however, that if no trades are 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 dividend is to be paid, on which trades
were made and reported) and, in the case of the Series D Convertible Preferred
Stock only, (ii) dividing the quotient by 20. 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 C Preferred
Stock and each Parity Series, such payment shall be distributed ratably among
the holders thereof based upon the aggregate accrued but unpaid dividends on the
Series C Preferred Stock and all Parity Series.













and by
deleting the definition of "Payment Satisfaction Date" in Section
9.




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 Convertible Preferred
Stock, consented to the foregoing resolutions and to this Second 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 Second Amendment of Certificate of Designations, Preferences, Rights
and Limitations (Series C Convertible Preferred Stock) was duly adopted in
accordance with the provisions of Section 242(b)(1) of the Delaware General
Corporation Law.





IN WITNESS WHEREOF, the
undersigned Corporation has caused this Second Amendment to Certificate of
Designations, Preferences, Rights and Limitations (Series C Convertible
Preferred Stock) to be signed by a duly authorized officer as of September 10,
2008.











By:/s/ Daniel S.
Laikin


Daniel
S. Laikin, Chief Executive Officer