EXHIBIT
3.5


STATE
ofDELAWARE


THIRD
AMENDMENT of


CERTIFICATE
ofINCORPORATION 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 the Certificate of Incorporation of the Corporation is
hereby amended by striking out Section 5.2.1 thereof and by substituting in lieu
of said section the following new Section 5.2.1, 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 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 B
Preferred is converted hereunder, the Corporation shall pay preferential
dividends to the holders of the Series B Preferred as provided in this Section
5.2.1.  Dividends shall be paid, at the election of the holder of the
Series B Preferred, with shares of the Corporation’s Series D Convertible
Preferred Stock or with shares of the Corporation’s Common
Stock.  Beginning on November 1, 2004, dividends on each share of the
Series B Preferred shall accrue on a daily basis, whether or not declared, 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).  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.  Dividends shall cease to accrue upon the earlier to occur
of (i) the date of a Liquidation Event, or (ii) the date on which such share of
Series B Preferred is converted hereunder.  All accrued and unpaid
dividends on each share of Series B Preferred 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 B Preferred) before any dividends
or distributions may be issued with respect to any Junior
Securities.  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 and any class or series of preferred
securities of the Corporation entitled to participate pro rata and pari passuas to dividends or
distributions with the Series B Preferred, such payment shall be distributed
ratably among the holders thereof based upon the aggregate accrued but unpaid
dividends on the Series B Preferred and any class or series of preferred
securities of the Corporation entitled to participate pro rata and pari passuas to dividends or
distributions with the Series B Preferred.














and by
deleting the definition of "Payment Satisfaction Date" in Section
5.2.7.





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 Third Amendment of Certificate
of Incorporation in accordance with Section 228(a) of the Delaware General
Corporation Law.





Third:That the resolutions
and this Third 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 Third Amendment to Certificate of
Incorporation to be signed by a duly authorized officer as of September 10,
2008.











By:/s/ Daniel S.
Laikin


Daniel
S. Laikin, Chief Executive Officer