Delaware
              The First State
            Page
  1




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
DESIGNATION OF "NATIONAL LAMPOON, INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH
DAY OF AUGUST, A.D. 2008,AT 1:18O'CLOCK P.M.












3562246
      8100
              
              080887709
            
            /s/
      Harriet Smith Windsor
              Harriet Smith
      Windsor, Secretary of State
              AUTHENTICATION: 6803297
              
              DATE:
      08-20-08















Secretary
      of State
              Division
      of Corporations
              Delivered
      01:18PM
      08/18/2008
              FILED01:18 PM 08/18/2008.
              SRV
      080879716 -3562246
      FILE




CERTIFICATE
OF DESIGNATIONS,


PREFERENCES,
RIGHTS AND LIMITATIONSor


SERIES
D CONVERTIBLE PREFERRED STOCK OF


NATIONAL
LAMPOON, INC.




Pursuant to
Section 151 of the General Corporation Law of the State of Delaware NATIONAL
LAMPOON, INC., a corporation organized and existing under the General
Corporation Law of the state of Delaware (the "Corporation"), DOES HEREBY
CERTIFY:




That,
pursuant to the authority expressly vested in the Board of Directors by Article
5 of the Certificate of Incorporation of the Corporation (as amended from time
to time, the "Certificate
of Incorporation"),and pursuant to the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Board of Directors duly
adopted a resolution providing
for the issuance of up to Five Hundred Thousand (500,000) shares of Series D
Convertible Preferred Stock, which resolution is as follows:




RESOLVED by
the Board of Directors of National Lampoon, inc., a Delaware corporation
(the"Corporation"), that one (1) series of the class of authorized Preferred
Stock, $0.0001 par value per share, of the Corporation (the "Preferred Stock")
to be designated the Series D Convertible Preferred Stock (the "Series
D) Preferred")is hereby created, and that the designations and amounts thereof and the
voting powers, preferences and relative, participating optional and other
special rights of the shares of such series, and the qualifications, limitations
and restrictions thereof are as follows:




Number of Series AuthorizedShares: Series D Convertible Preferred
Stock 500,000




Section 1.
Number of Shares.The number of shares
constituting the Series D Preferred shall be as set forth above. Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series D
Preferred to a number less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of any outstanding
options, rightsor warrants, or upon
the conversion of any outstanding securities or rights issued by the Corporation
convertible into the Series D Preferred.




Section 2.
Ownership. Series D Preferred may be
issued only to holders of the Corporation's Series B Convertible Preferred Stock
or the Corporation's Series C Convertible Preferred Stock or to their assigns or
designees.




Section 3.Ranking.Upon
any liquidation, dissolution, or winding up of theCorporation,
whether voluntary or involuntary, the assets of the Corporation legally
available fordistribution,
if arly, following any distribution required to be made to the holders of theCorporation's
Series B Convertible Preferred Stock and the Corporation's Series C Convertible
Preferred Stock, shall be distributed ratably to the holders of the Common Stock
and the Series DPreferred
Stock, with all holders of Series D Preferred Stock being treated as if they
were holdersof
the number of shares of Common Stock into which their shares of Series D
Preferred Stockcould
be converted in accordance withSection 5.













Section 4.
Voting. Exceptas may be otherwise
provided in this Certificate of Desigutions or as otherwise required by
applicable law, the Series D Preferred shall not have the right to
Vote.




Section 5.
Conversion.




(a)The
Series D Preferred may not be converted for a period of 36 months after the date
of issuance (the ''Holding Period"), Following the expiration of the Holding
Period, at any time and from time to time, any holder of Series D Preferred may
convert all or any portion of the Series D Preferred held by such holder into a
number of shares of Conversion Stock computed by multiplying the number of
shares of Series D Preferred to be converted times 20, with such conversion
ratio to be adjusted as provided herein. Irrespective of the foregoing, the
Series D Preferred may be converted at any time in connection with a Change in
Ownership or a Fundamental Change,




(b)Except
as otherwise provided herein, each conversion of Series D Preferred shall be
deemed to have been effected as of the close of business on the date on which
the certificate or certificates representing the Series D Preferred to be
oonverted have been surrendered for conversion at the principal office of the
Corporation. At the time any such conversion has been effected, the rights of
the holder of the converted shares of Series D Preferred, as a holder of Series
13 Preferred as to such shares, shall cease and the Person or Persons in whose
name or names any certificate or certificates for shares of Conversion Stock are
to be issued upon such conversion shall be deemed to have become the holder or
holders of record of the shares ofConversion Stock represented thereby.




(c)Notwithstanding
any other provision hereof, ifa conversion of Series D Preferred is to be made in connection with a
Change in Ownership or a Fundamental Change, the conversion of any shares of
Series D Preferred may, at the election of the holder thereof, be conditioned
upon the consummation of such transaction, in which case such conversion shall
not be deemed to be effective until such transaction has been
consummated.




(d)As
soon as possible after a conversion has been effected, the Corporation shall
deliver to the converting holder,




(i)a
certificate or certificates representing the number of shares of Conversion
Stock issuable by reason of such conversion in such name or names and such
denomination or denominations as the converting holder has specified;
and




(ii)a
certificate representing any shares of Series D Preferred which were represented
by the certificate or certiEcatcs delivered to the Corporation in connection
with such conversion but which were not converted.




(e) The
issuance of certificates for shares of Conversion Stock upon conversion of
Series D Preferred shall be made without charge to the holders of such Series D
Preferred for anycost incurred
by the Corporation in connection with such conversion and the related issuance
of shares of Conversion Stock













(f)The
Corporation shall not close its books against the transfer of Series D Preferred
or of Conversion Stock issued or issuahie upon conversion of Series D
Preferred in any manner which interferes with the timely conversion of
Series D Preferred. The Corporation shall assist and cooperate with any
holder of shares of Series D Preferred required to make any governments/ filings
or obtain any govenunental approval prior to or lit connection with any
conversion ofshares of Series D Preferred hereunder (including, without
limitation, making any filings required to be made by the
Corporation).




(g)The
Corporation strati at all times reserve and keep available out of its
authorized. lint unissued shares of Conversion Stock, solely for the purpose of
issuance upon the conversion of the Series b Preferred, such number of shares of
Conversion Stock issuable upon the conversion of all outstanding Series D
Preferred. All shares of Conversion Stock which are so issuable shall, whenissued, beduly and validly issued, fully paid and rionassessable andfree from all taxes, liens and charges,




(h) If any
fractional interest in a share
ofConversion Stock would, except for the provisions of this
subparagraph, be delivered upon any conversion of the Series D Preferred, the
Corporation may, in lieu of delivering the fractional share therefore, pay an
amount to the holder thereof equal to the Market Price of such fractional
interest as of the date of conversion.




(i) If the
Corporation at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the number of shares of Conversion
Stock into which each Series D Preferred Share can be converted shall be
increased ratably, and if the Corporation at any rime combines (by reverse stock
split or otherwise) one or more classes of its outstanding shares of Common
Stock into a smaller number of shares, the number of shares of Conversion Stock
into which each Series D Preferred Share can be converted shall be decreased
ratably.




Section 6.
Registration of Transfer.The
Corporation shallkeep at its principal office a register for the registration of Series 13
Preferred. Upon the surrender of arty certificate representing Series D
Preferred at such place, the Corporation shall, at the request of the record
holder of such certificate, execute and deliver (at the Corporation's expense) a
new certificate or certificates in exchange therefore representing in the
aggregate the number of shares of Series D Preferred represented by the
surrendered certificate. Bachsuch new certificate shall be registered in such name and shall represent
such number of shares of Series D Preferred as is requested by the holder of the
surrendered certificate and shall be substantially identical in form to the
surrendered certificate.




Section 7.
Replacement. Upon receiptof evidence reasonably satisfactory to the Corporation (an affidavit of
the registered holder shad be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of
anycertificate evidencing shares of Series D Preferred, and in the case
of any such loss, theft or destruction, upon receipt of lodemuity reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional
investor its ownagreement shall be satisfactory), or, in the case of any such mutilation
upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of lice kind
representing the number of shares of Series D Preferred of such class
represented by such lost,stolen, destroyed Ormutilated certificate anddated the date of such lost, stolen, destroyed or mutilated Certificate,
and declared dividends shall accrue on the Series D Preferred represented by
such new certificate from the date to which dividends have been fullypaid on
such lest, stolen, destroyed or mutilated certificate.













Section 8.Definitions.




"Change inOwnership"means any sale, transfer or
issuance or series of sales, transfers or issuances of shares of theCorporation's capital stock by the Corporation or any holders thereof
which results in any Person or group of Persons (as the term "group" is used
under the Securities Exchange Act of 1934), other than the holders of Common
Stock, the Series )3 Convertible Preferred Stock, the Series C Convertible
Preferred Stock and the Series D Preferred owning more than 50% of the Common
Stock outstanding at the time of such sale, transfer or issuance or series of
sales, transfers or issuances.




"Common Stock"
means, collectively, the Corporation's Common Stock, par value of S0,0001 per
share.




"Conversion Stock"means shares of the
Corporation's Common Stook; provided that if there is a change such that the
securities issuable upon conversion of the Series D Preferred are issued by 2n
entity other than the Corporation or there is a change in the type or class of
securities so issuable, then the term "Conversion
Stock"shall mean one share of the security issuable upon conversion of
the Series D Preferred if such security is issuable in shares, or shall
mean the smallest unit in which such security is issuable if such security is
not issuable in shares.




"Fundamental Change" means (a) any sale or
transfer of more than 50% of the assets of the Corporation and its Subsidiaries
on a consolidated basis (measured either by book value accordance with generally
accepted accounting principles consistently applied or by fair market value
determined in the reasonable good faith judgment of the Corporation's Board of
Directors) in any transaction or seriesof transactions (other than sales in the ordinary course of business) and
(b) any merger or consolidation to which the Corporation is a party, except for
a merger inwhich the Corporation is the surviving corporation, the temis of the
Series ID Preferred are hot chaired and the Series D Preferred is not exchanged
for cash, securities or other property, and after giving effect to such merger,
the holders of
the Corporation'soutstanding capital stock possessing a majority of the
voting power (under ordinary circumstances) to elect a. majority of the
Corporation's Board of Directors immediately prior to the merger shall continue
to own the Corporation's outstanding capital stock possessing the -voting power
(under ordinary circurns:ances) to elect a majority of the Corporation's Board
of Directors.




"Market Price"of any security means the
average of the closing prices of such security's
sales on all securities exchanges on which such security 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 endof such day, or if on any day such security 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 such security is not quoted in the NASDAQ System, the
average of the closing or East prices of such stock's sales each day (whether
sales occurred each day or no)in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, oranysimilar successor organization, in each such case averaged over a period
of 21 days consisting of the day as of which "Market Price" is being determined
and the 20 consecutive business days prior to such day. If at any time such
security 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.













"Person" means
an individual, a partnership, a corporation, alimited liability Coporation, a limited liability, an association, a
joint stock Corporation, atrust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.




Section 9.
Amendment and Waiver.No amendment,
modification or waiver shall be binding or effective with respect to any
provision hereof without the afEnnative vote or prior written consent of the
holders of a majority of the Series D Preferred outstanding at the time such
action is taken; and provided further that DOchange in the terms hereof may be accomplished by merger or consolidation
of the Corporation with another corporation or entity unless the Corporation has
obtained the affirmative vote or prior written consent of the holders of a
majority of the Series D Preferred then outstanding.




Section 10.
Notices. Except as otherwise expressly
provided hereunder, all notices referred to herein shall be in writing and shall
be delivered by registered or certified mail, return receipt requested and
postage prepaid, or by reputable overnight courier service, charges prepaid, and
shall he deemed to have been given when somailed or sent (i) to the Corporation, at lts principal executive offices
and (ii) to any stockholder, at such holder's address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such
holder).




RESOLVED
FURTHER, that the Chief Executive Officer of the Corporation is authorized to do
or cause to be done all such acts or things and to make, execute and deliver or
cause to be made, executed and delivered all such agreements, documents,
instruments and certificates in the name and on behalf of the Corporation or
otherwise as he deems necessary, desirable or appropriate to execute or carry
out the impose and intent of the foregoing resolutions.













INWITNESS WHEREOF, National Lampoon, Inc. has caused this Certificate of
Designations, Preferences, Rights and Limitations of Series D Convertible
Preferred Stock to be signed by its duly authorized officer as of this 4th day
of August 2008.




NATIONAL.
LAMPOON, INC,




BY:
/s/ Daniel S.
Laikin


Daniel S. Laikin


Chief Executive Officer