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                                                                     EXHIBIT 4.1


                                J2 COMMUNICATIONS

                              AMENDED AND RESTATED

                        1999 STOCK OPTION, DEFERRED STOCK

                                       AND

                              RESTRICTED STOCK PLAN

SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS

     1.1 This plan is intended to implement and govern the 2002 Stock Option,
Deferred Stock and Restricted Stock Plan (as amended, the "Plan") of J2
Communications, Inc. a California corporation (the "Company"). The plan was
originally adopted by the Board of Directors as of October 14, 1999 subject to
the approval of the Company's shareholders and the Plan was amended and restated
by the Board of Directors as of January 30, 2002 subject to the approval of the
Company's shareholders. The purpose of the Plan is to enable the Company and its
Subsidiaries to obtain and retain competent personnel who will contribute to the
Company's success by their ability, ingenuity and industry, and to provide
incentives to such personnel and members that are linked directly to increases
in shareholder value, and will therefore, inure to the benefit of all
shareholders of the Company.

     1.2 For purposes of the Plan, the following terms shall be defined as set
forth below:

          (a) "Administrator" means the Board, or if the Board does not
administer the Plan, the Committee in accordance with Section 2.

          (b) "Award" means any award of Deferred Stock, Restricted Stock, or
Stock Option.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.

          (e) "Committee" means the Compensation Committee of the Board, or any
other Committee the Board may subsequently appoint to administer the Plan. If at
any time the Board shall administer the Plan, then the functions of the Board
specified in the Plan shall be exercised by the Committee.

          (f) "Company" means J2 Communications, a corporation organized under
the laws of the State of California (or any successor corporation).

          (g) "Covered Security" means any security listed under Subsection (b)
of Section 18 of the Securities Act of 1933, as amended, or defined as such
pursuant to the Rules and Regulations of the SEC.

          (h) "Deferred Stock" means an award made pursuant to Section 7 below
of the right to receive Stock at the end of a specified deferral period.

          (i) "Disability" means permanent and total disability as determined
under the Company's disability program or policy.



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          (j) "Effective Date" shall mean the date provided pursuant to Section
18.

          (k) "Eligible Employee" means an employee, officer, director,
consultant or advisor of the Company, any Subsidiary or Parent Corporation
eligible to participate in the Plan pursuant to Section 4.

          (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (m) "Fair Market Value" means, as of any given date, with respect to
any Awards granted hereunder, at the discretion of the Administrator and subject
to such limitations as the Administrator may impose, (A) the closing sale price
of the Stock on such date as reported in the Western Edition of the Wall Street
Journal Composite Tape, or (B) the average of the closing price of the Stock on
each day on which the Stock was traded over a period of up to twenty trading
days immediately prior to such date, or (C) the fair market value of the Stock
as otherwise determined by the Administrator in the good faith exercise of its
discretion.

          (n) "Incentive Stock Option" means any Stock Option intended to be
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

          (o) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option, including any Stock Option that provides (as of the time
such option is granted) that it will not be treated as an Incentive Stock
Option.

          (p) "Parent Corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if each
of the corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.

          (q) "Participant" means any Eligible Employee selected by the
Administrator pursuant to the Administrator's authority in Section 2 below, to
receive grants of Stock Options or Awards or any combination of the foregoing.


          (r) "Restricted Period" means the period set by the Administrator as
it pertains to Deferred Stock or Restricted Stock Awards pursuant to Section 7.

          (s) "Restricted Stock" means an award of shares of Stock granted
pursuant to Section 7 subject to restrictions that will lapse with the passage
of time or upon the attainment of performance objectives.

          (t) "Stock" means the Common Stock, no par value per share, of the
Company.

          (u) "SEC" means the Securities and Exchange Commission.

          (v) "Stock Appreciation Rights" ("SAR") means a stock appreciation
right granted alone or in tandem with a Stock Option pursuant to Article 6.



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          (w) "Stock Option" means an option to purchase shares of Stock granted
pursuant to Section 5; and with respect to SARs, also includes options to
purchase shares of Stock granted pursuant to Other Plans.

          (x) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2. ADMINISTRATION

     2.1 The Plan shall be administered by the Board or by a Committee appointed
by the Board, which shall serve at the pleasure of the Board; provided, however,
that if the Committee does not consist solely of "Non-Employee Directors," as
defined in Rule 16b-3 as promulgated by the SEC under the Exchange Act, as such
Rule may be amended from time to time, or any successor definition adopted by
the Commission, then the Plan shall be administered, and each grant shall be
approved, by the Board.

     2.2 The Administrator shall have the power and authority to grant to
Eligible Employees, pursuant to the terms of the Plan: (A) Stock Options, (B)
Deferred Stock, (C) Restricted Stock, (D) Stock Appreciation Rights, or (E) any
combination of the foregoing.

          In particular, the Administrator shall have the authority:

          (a) to select those employees of the Company or any Subsidiary or
Parent Corporation who are Eligible Employees;

          (b) to determine whether and to what extent Stock Options, Deferred
Stock, Restricted Stock or a combination of the foregoing, are to be granted to
Eligible Employees of the Company or any Subsidiary hereunder;

          (c) to determine the number of shares of Stock to be covered by each
such Award;

          (d) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any such Award including, but not limited to, (x) the
restricted period applicable to Deferred Stock or Restricted Stock Awards, (y)
the date or dates on which restrictions applicable to such Deferred Stock or
Restricted Stock shall lapse during such period, and (z) when and in what
increments shares covered by Stock Options may be purchased; and

          (e) to determine the terms and conditions, not inconsistent with the
terms of the Plan, which shall govern all written instruments evidencing the
Stock Options, Deferred Stock, Restricted Stock or any combination of the
foregoing.

     2.3 The Administrator shall have the authority, in its discretion, to
adopt, alter and repeal such



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administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable; to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.

     2.4 All decisions made by the Administrator pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company, any
Subsidiaries, Parent Corporation and the Participants.

SECTION 3. STOCK SUBJECT TO PLAN

     3.1 The total number of shares of Stock reserved and available for issuance
under the Plan shall be One Million Five Hundred Thousand (1,500,000) shares.
Such shares shall consist of authorized but unissued shares.

     3.2 To the extent that (i) a Stock Option expires or is otherwise
terminated without being exercised or (ii) any shares of Stock subject to any
Deferred Stock or Restricted Stock Award granted hereunder are forfeited, such
shares shall again be available for issuance in connection with future Awards
under the Plan. If any shares of Stock have been pledged as collateral for
indebtedness incurred by a Participant in connection with the exercise of a
Stock Option and such shares are returned to the Company in satisfaction of such
indebtedness, such shares shall again be available for issuance in connection
with future Awards under the Plan.

     3.3 In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment may be made in (i) the
aggregate number of shares reserved for issuance under the Plan, and (ii) the
kind, number and option price of shares subject to outstanding Stock Options
granted under the Plan as may be determined by the Administrator, in its sole
discretion. Such other substitutions or adjustments shall be made as may be
determined by the Administrator, in its sole discretion; provided, however, that
with respect to Incentive Stock Options, such adjustment shall be made in
accordance with Section 424 of the Code.

SECTION 4. ELIGIBILITY

     Officers and other key employees, directors and consultants and advisors of
the Company, any Subsidiary or Parent Corporation who are responsible for or
contribute to the management, growth and/or profitability of the business of the
Company, shall be eligible to be granted Non- Qualified Stock Options and
Deferred Stock or Restricted Stock Awards hereunder. Officers and other key
employees of the Company, any Subsidiary or Parent Corporation shall also be
eligible to be granted Incentive Stock Options hereunder. The Participants under
the Plan shall be selected from time to time by the Administrator, in its sole
discretion, from among the Eligible Employees recommended by the senior
management of the Company, and the Administrator shall determine, in its sole
discretion, the number of shares covered by each



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Award. No Participant shall be granted, in any calendar year, Awards to purchase
more than 500,000 shares of Stock.

SECTION 5. STOCK OPTIONS FOR ELIGIBLE EMPLOYEES

     5.1 Stock Options may be granted to Eligible Employees alone or in addition
to other Awards granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the Administrator may from time to time approve, and
the provisions of Stock Option awards need not be the same with respect to each
optionee. Recipients of Stock Options shall enter into a stock option agreement
with the Company, in such form as the Administrator shall determine, which
agreement shall set forth, among other things, the exercise price, the term, and
provisions regarding exercisability of the option granted thereunder.

          The Stock Options granted under the Plan to Eligible Employees may be
of two types: (x) Incentive Stock Options and (y) Non-Qualified Stock Options.

     5.2 The Administrator shall have the authority under this Section 5 to
grant any optionee Incentive Stock Options, Non-Qualified Stock Options, or both
types of options; provided, however, that Incentive Stock Options may not be
granted to any individual who is not an employee of the Company, its
Subsidiaries or Parent Corporation. To the extent that any Stock Option does not
qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option. More than one option may be granted to the same
optionee and be outstanding concurrently hereunder.


     5.3 Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Administrator shall deem
desirable:

          (a) Option Price. The option price per share of Stock purchasable
under an Incentive Stock Option shall be determined by the Administrator in its
sole discretion at the time of grant but shall be not less than 100% of the Fair
Market Value of the Stock on such date, and shall not, in any event, be less
than the par value of the Stock. The option price per share of Stock purchasable
under a Non-Qualified Stock Option may not be less than 85% of such Fair Market
Value. If an employee owns or is deemed to own (by reason of the attribution
rules applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any Parent Corporation or
Subsidiary and an Incentive Stock Option is granted to such employee, the option
price of such Incentive Stock Option (to the extent required by the Code at the
time of grant) shall be no less than 110% of the Fair Market Value of the Stock
on the date such Incentive Stock Option is granted.

          (b) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted; provided, however, that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent Corporation or Subsidiary and an Incentive



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Stock Option is granted to such employee, the term of such Incentive Stock
Option (to the extent required by the Code at the time of grant) shall be no
more than five years from the date of grant.

          (c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Administrator at or after grant; provided, however, that, except as provided
herein or unless otherwise determined by the Administrator at or after grant,
Stock Options shall be exercisable one year following the date of grant of the
option, but in no case, less than six (6) months following the date of the grant
of the option. To the extent not exercised, installments shall accumulate and be
exercisable in whole or in part at any time after becoming exercisable but not
later than the date the Stock Option expires. The Administrator may provide, in
its discretion, that any Stock Option shall be exercisable only in installments,
and the Administrator may waive such installment exercise provisions at any time
in whole or in part based on such factors as the Administrator may determine in
its sole discretion.

          (d) Method of Exercise. Subject to Section 5(c) above, Stock Options
may be exercised in whole or in part at any time during the option period, by
giving written notice of exercise to the Company specifying the number of shares
to be purchased, accompanied by payment in full of the purchase price in cash or
its equivalent, as determined by the Administrator. As determined by the
Administrator, in its sole discretion, payment in whole or in part may also be
made (A) in the form of unrestricted Stock (if held for at least six [6] months)
already owned by the optionee, or (B) by cancellation of any indebtedness owed
by the Company to the optionee, (C) by a full recourse promissory note executed
by the optionee, (D) through the surrender of shares of Stock then issuable upon
exercise of the Stock Option having a Fair Market Value on the date of exercise
thereof equal to the aggregate exercise price of the Stock Option exercised or
portion thereof, or (E) by any combination of the foregoing; provided, however,
that in the case of an Incentive Stock Option, the right to make payment in the
form of already owned shares may be authorized only at the time of grant. Any
payment in the form of Stock already owned by the optionee may be effected by
use of an attestation form approved by the Administrator. An optionee shall
generally have the rights to dividends and other rights of a shareholder with
respect to shares subject to the option only after the optionee has given
written notice of exercise, has paid in full for such shares, and, if requested,
has given the representation described in paragraph (a) of Section 11.

     5.4 The Administrator may require the voluntary surrender of all or a
portion of any Stock Option granted under the Plan as a condition precedent to a
grant of a new Stock Option. Subject to the provisions of the Plan, such new
Stock Option shall be exercisable at the price, during such period and on such
other terms and conditions as are specified by the Administrator at the time the
new Stock Option is granted; provided, however, that should the Administrator so
require, the number of shares subject to such new Stock Option shall not be
greater than the number of shares subject to the surrendered Stock Option. Upon
their surrender, the Stock Options shall be canceled and the shares previously
subject to such canceled Stock Options shall again be available for grants of
Stock Options and other Awards hereunder.

     5.5 Loans. The Company may make loans available to Stock Option holders in
connection



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with the exercise of outstanding options granted under the Plan, as the
Administrator, in its discretion, may determine. Such loans shall (i) be
evidenced by full recourse promissory notes entered into by the Stock Option
holders in favor of the Company, (ii) be subject to the terms and conditions set
forth in this Section 5(e) and such other terms and conditions, not inconsistent
with the Plan, as the Administrator shall determine, (iii) bear interest, if
any, at such rate as the Administrator shall determine and (iv) be subject to
Board approval. In no event may the principal amount of any such loan exceed the
sum of (x) the exercise price less the par value of the shares of Stock covered
by the option, or portion thereof, exercised by the holder and (y) any Federal,
state, and local income tax attributable to such exercise. The initial term of
the loan, the schedule of payments of principal and interest under the loan and
the conditions upon which the loan will become payable in the event of the
holder's termination of employment shall be determined by the Administrator;
provided, however, that the term of the loan, including extensions, shall not
exceed seven years. Unless the Administrator determines otherwise, when a loan
is made, shares of Stock having a Fair Market Value at least equal to the
principal amount of the loan shall be pledged by the holder to the Company as
security for payment of the unpaid balance of the loan, and such pledge shall be
evidenced by a pledge agreement, the terms of which shall be determined by the
Administrator, in its discretion; provided, however, that each loan shall comply
with all applicable laws, regulations and rules of the Board of Governors of the
Federal Reserve System and any other governmental agency having jurisdiction,
and provided further that in the case of a loan to an Eligible Employee who is
not an officer, director or employee of the Company, the loan shall be secured
by adequate collateral other than the shares of Stock acquired.

     5.6 Limits on Transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.

     5.7 Termination by Death. Except as otherwise determined by the
Administrator or the disinterested members of the Board of Directors, if an
optionee's employment with the Company, any Subsidiary or Parent Corporation
terminates by reason of death, the Stock Option may thereafter be immediately
exercised, to the extent then exercisable (or on such accelerated basis as the
Administrator shall deter mine at or after grant), by the legal representative
of the estate or by the legatee of the optionee under the will of the optionee,
for a period of twelve months (or such shorter period as the Administrator shall
specify at grant, but in no event less than six months) from the date of such
death.

     5.8 Termination by Reason of Disability. Except as otherwise determined by
the Administrator or the disinterested members of the Board of Directors, if an
optionee's employment with the Company, any Subsidiary or Parent Corporation
terminates by reason of Disability, any Stock Option held by such optionee may
thereafter be exercised, to the extent it was exercisable at the time of such
termination (or on such accelerated basis as the Administrator shall determine
at the time of grant), for a period of twelve months (or such shorter period as
the Administrator shall specify at grant, but in no event less than six months)
from the date of such termination of employment. In the event of a termination
of employment by reason of Disability, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for



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purposes of Section 422 of the Code, such Stock Option shall thereafter be
treated as a Non-Qualified Stock Option.

     5.9 Other Termination. Except as otherwise provided in this paragraph or
otherwise determined by the Administrator, if an optionee's employment with the
Company, any Subsidiary or Parent Corporation terminates for any reason other
than death or Disability, any accrued Stock Option may be exercised until the
earlier to occur of (i) three months from the date of such termination or (ii)
the expiration of the stated term of such Stock Option; provided, however, that
if the expiration of the stated term of such Stock Option is less than 30 days
from the date of termination, then such Stock Option shall expire 30 days from
the date of termination.

     5.10 Annual Limit on Incentive Stock Options. To the extent that the
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of the shares of Stock with respect to which Incentive Stock
Options granted to an optionee under this Plan and all other option plans of the
Company, its Parent Corporation and any Subsidiary become exercisable for the
first time by the optionee during any calendar year exceeds $100,000, such Stock
Options shall be treated as Non-Qualified Stock Options.

SECTION 6. STOCK APPRECIATION RIGHTS

     6.1 General. The Administrator shall have the authority to grant SAR's in
tandem with Stock Options granted under this Plan (the "Related SAR Option")
with respect to all or some of the shares of Stock covered by the Related SAR
Option. SARs granted in tandem with Related SAR Options may be granted either at
the time of grant of the Related SAR Option or at any time thereafter during the
term of the Related SAR Option. The Administrator shall also have the authority
to grant SARs without relation to any Stock Option granted under this Plan or
under any of the Other Plans. Each SAR shall be granted on such terms and
conditions not inconsistent with the Plan as the Administrator may determine.
The provisions of the various SAR awards need not be the same with respect to
each Grantee.

     6.2 Terms and Conditions of SARs. Each SAR granted pursuant to the Plan
shall be evidenced by a written SAR agreement between the Company and the
Grantee, which agreement shall comply with and be subject to the following terms
and conditions:

          (a) Number of SARs. Each SAR agreement shall state the number of SARs
granted pursuant to the agreement.

          (b) Initial Valuations. Each SAR agreement shall provide that each SAR
granted in tandem with a Related Stock Option is valued at the Exercise Price of
the Related SAR Option and that each SAR granted without relation to a Stock
Option is valued at the Fair Market Value of a share of Stock on the Date of
Grant (the "Initial Valuation").

          (c) Term and Exercise of SARs.



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               (i) Each SAR granted otherwise than in tandem with a Stock Option
shall be exercisable as determined by the Administrator, but in no event after
ten years from the Date of Grant. Each other SAR shall be exercisable only if,
and to the extent that, the Related SAR Option is exercisable and has not yet
terminated or expired, and in the case of a SAR granted in respect of an
Incentive Stock Option, only when the Fair Market Value per share of Stock
exceeds the Exercise Price of the Related SAR Option; and upon the exercise of a
SAR, the Related SAR Option shall cease to be exercisable to the extent of the
shares of Stock with respect to which such SAR is exercised, but shall be
considered to have been exercised to that extent for purposes of determining the
number of shares available for the grant of further Rights pursuant to the Plan.
Upon the exercise or termination of a Related SAR Option, the SAR granted in
tandem with such Related SAR Option shall terminate to the extent of the shares
of Stock with respect to which the Related SAR Option was exercised or
terminated.

               (ii) To exercise a SAR granted in tandem with a Related SAR
Option, the Grantee shall: (A) give written notice thereof to the Company
specifying the number of shares of Stock with respect to which the SAR is being
exercised and the percentage of the total amount the Grantee is entitled to
receive which the Grantee elects to receive in cash or shares of Stock with
respect to the exercise of the SAR; and (B) if requested by the Administrator,
deliver the Related SAR Option agreement to the Secretary of the Company, who
shall endorse thereon a notation of such exercise and return the Related SAR
Option agreement to the Grantee. To exercise a SAR granted without relation to a
Stock Option, the Grantee shall give written notice thereof to the Company
specifying the number of shares of Stock with respect to which the SAR is being
exercised and the percentage of the total amount the Grantee is entitled to
receive which the Grantee elects to receive in cash or shares of Stock with
respect to the exercise of the SAR. The date of exercise of a SAR which is
validly exercised shall be deemed to be the date on which there shall have been
delivered to the Company the appropriate aforesaid instruments.

               (iii) Upon the exercise of a SAR, the holder thereof, subject to
Section 6.2(c)(vi), shall be entitled at the holder's election to receive
either:

                    (A) a number of shares of Stock equal to the quotient
computed by dividing the Spread (as defined in Section 6.2(c)(iv)) by the Fair
Market Value per share of Stock on the date of exercise of the SAR; provided,
however, that in lieu of fractional shares, the Company shall pay in cash or
cash equivalent an amount equal to the same fraction of the Fair Market Value
per share of Stock on the date of exercise of the SAR; or

                    (B) an amount of money payable in cash or cash equivalent
equal to the Spread; or

                    (C) a combination of an amount payable in cash or cash
equivalent and a number of shares of Stock calculated as provided in Section
6.2(c)(iii)(A) (after reducing the Spread by such dollar amount); plus any
amounts payable in lieu of any fractional shares as provided above.

               (iv) The term "Spread" as used in Section 6.2(c) shall mean an
amount equal to the product computed by multiplying: (A) the excess of (x) the
Fair Market Value per share of Stock on the date the SAR is exercised, over
either (y) in the case of a SAR granted in tandem with a



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Related SAR Option, the Exercise Price per share of the Related SAR Option, or
(z) in the case of an SAR not granted in tandem with a Stock Option, the Initial
Valuation of the SAR; by (B) the number of shares with respect to which such SAR
is being exercised.

               (v) Notwithstanding the provisions of this Section 6.2, and while
the SAR agreement may provide for longer vesting periods, no SAR may be
exercised during the first six months following its Date of Grant, and, with
respect to SARs granted in tandem with a Related SAR Option, neither the SAR nor
the Related SAR Option may be exercised during the first six months following
the Date of Grant of the SAR, unless, in either case, prior to the expiration of
such six month period, the holder of the SAR ceases to be an employee of the
Company or any Parent or Subsidiary by reason of such holder's termination
without cause.

               (vi) Notwithstanding the provisions of this Section 6.2 or the
related SAR agreement to the contrary, any Grantee who at the date of the
exercise of the SAR or any portion thereof is an officer or director of the
Company within the meaning of Section 16(b) of the Exchange Act (a "Section
16(b) Person"), may only make a Cash Election (as defined below) and related
exercise during the period beginning on the third business day following the
date of release for publication of the quarterly and annual summary statements
of sales and earnings of the Company and ending on the twelfth business day
following such date (the "Window Period"); provided, however, that this Section
6.2(c)(vi) shall not be applicable to any Section 16(b) Person at any time
subsequent to his or her termination without cause.

               (vii) Notwithstanding the provisions of Section 6.2(c)(iii), the
Administrator shall have sole discretion to consent to or disapprove a
Participant's election to receive an amount of money payable in cash or cash
equivalent in whole or in part ("Cash Election") upon the exercise of a SAR.
Such consent or disapproval may be given at any time after the election to which
it relates. If the Administrator shall disapprove a Cash Election, the exercise
of the SAR with respect to which the Cash Election was made shall be of no
effect, but without prejudice to the right of the holder to exercise such SAR in
the future in accordance with its terms.

               (viii) A SAR may be granted to a Grantee irrespective of whether
such Grantee is being granted or has been granted a Stock Option.

               (ix) Notwithstanding the foregoing, in the case of a SAR granted
in tandem with an Incentive Stock Option, the holder may not receive an amount
in excess of such amount as will enable the Stock Option to qualify as an
Incentive Stock Option.

          (d) Securities Laws. The Company intends that this Section 6.2 shall
comply with the requirements of Rule 16b-3 and any future rules promulgated in
substitution therefor (the "Rule") under the Exchange Act, during the term of
the Plan. Should any provision of Section 6.2 not be necessary to comply with
the requirements of the Rule or should any additional provisions be necessary
for Section 6.2 to comply with the requirements of the Rule, the Board may amend
the Plan to add or to modify the provisions of the Plan accordingly.

          (e) Limitation on Amounts Payable. Notwithstanding Section
6.2(c)(iii), the Administrator



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may place a limitation on the amount payable in cash, Stock or both upon
exercise of a SAR. Any such limitation must be determined as of the Date of
Grant and noted on the instrument evidencing the Participant's SAR grant
hereunder.

SECTION 7. DEFERRED STOCK AND RESTRICTED STOCK

     7.1 General. Deferred Stock and Restricted Stock awards may be issued to
Eligible Employees either alone or in addition to other Awards granted under the
Plan. The Administrator shall determine the Eligible Employees, and the time or
times at which, grants of Deferred Stock or Restricted Stock awards shall be
made; the number of shares to be awarded; the price, if any, to be paid by the
recipient of Deferred Stock or Restricted Stock awards; the Restricted Period
(as defined in paragraph 7.3 hereof) applicable to Deferred Stock or Restricted
Stock awards; the performance objectives applicable to Deferred Stock or
Restricted Stock awards; the date or dates on which restrictions applicable to
such Deferred Stock or Restricted Stock awards shall lapse during such
Restricted Period; and all other conditions of the Deferred Stock or Restricted
Stock awards. The Administrator may also condition the grant of Deferred Stock
or Restricted Stock awards upon the exercise of Stock Options, or upon such
other criteria as the Administrator may determine, in its sole discretion. The
provisions of Deferred Stock or Restricted Stock awards need not be the same
with respect to each recipient.

     7.2 Awards and Certificates. The prospective recipient of a Deferred Stock
or Restricted Stock award shall not have any rights with respect to such Award,
unless and until such recipient has executed an agreement evidencing the Award
(a "Deferred Stock Award Agreement" or "Restricted Stock Award Agreement" as
appropriate) and has delivered a fully executed copy thereof to the Company,
within a period of sixty days (or such other period as the Administrator may
specify) after the Award date.

          Except as provided below in this Section 7.2, (i) each Participant who
is awarded Restricted Stock shall be issued a stock certificate in respect of
such shares of Restricted Stock; and (ii) such certificate shall be registered
in the name of the Participant, and shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:

            "The transferability of this certificate and the shares of stock
       represented hereby are subject to the terms and conditions (including
       forfeiture) of the J2 Communications Amended and Restated 1999 Stock
       Option, Deferred Stock and Restricted Stock Plan and a Restricted Stock
       Award Agreement entered into between the registered owner and J2
       Communications. Copies of such Plan and Agreement are on file in the
       offices of J2 Communications."

          The Company shall require that the stock certificates evidencing such
shares be held in the custody of the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any Restricted Stock award, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Stock covered by such Award.

          With respect to Deferred Stock awards, at the expiration of the
Restricted Period, stock



                                       11
<PAGE>

certificates in respect of such shares of Deferred Stock shall be delivered to
the Participant, or his legal representative, in a number equal to the shares of
Stock covered by the Deferred Stock award.

     7.3 Restriction and Conditions. The Deferred Stock or Restricted Stock
awards granted pursuant to this Section 7 shall be subject to the following
restrictions and conditions:

          (a) Subject to the provisions of the Plan and the Deferred Stock or
Restricted Stock Award Agreements, during such period as may be set by the
Administrator commencing on the grant date (the "Restricted Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of
Deferred Stock or Restricted Stock awarded under the Plan. Within these limits,
the Administrator may, in its sole discretion, provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in
whole or in part based on such factors and such circumstances as the
Administrator may determine, in its sole discretion, including, but not limited
to, the attainment of certain performance related goals, the Participant's
termination, death or Disability or the occurrence of a "Change of Control" as
defined in Section 10 below.

          (b) Except as provided in paragraph 7.3(a) of this Section 7, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a shareholder of the Company, including the right to vote the
shares, and the right to receive any dividends thereon during the Restricted
Period. With respect to Deferred Stock awards, the Participant shall generally
not have the rights of a shareholder of the Company, including the right to vote
the shares during the Restricted Period; provided, however, that dividends
declared during the Restricted Period with respect to the number of shares
covered by a Deferred Stock award shall be paid to the Participant. Certificates
for shares of unrestricted Stock shall be delivered to the Participant promptly
after, and only after, the Restricted Period shall expire without forfeiture in
respect of such shares of Deferred Stock or Restricted Stock, except as the
Administrator, in its sole discretion, shall otherwise determine.

          (c) Subject to the provisions of the Deferred Stock or Restricted
Stock Award Agreement and this Section 7, upon termination of employment for any
reason during the Restricted Period, all shares subject to any restriction as of
the date of such termination shall be forfeited by the Participant, and the
Participant shall only receive the amount, if any, paid by the Participant for
such Deferred Stock or Restricted Stock, plus simple interest on such amount at
the rate of 8% per year.

SECTION 8. AMENDMENT AND TERMINATION

     8.1 The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the rights of the
Participant under any Award theretofore granted without such Participant's
consent, or that without the approval of the



                                       12
<PAGE>

shareholders (as described below) would:

          (a) increase the total number of shares of Stock reserved for the
purpose of the Plan;

          (b) change the employees or class of employees eligible to participate
in the Plan;

          (c) extend the maximum option period under Section 5 of the Plan.

     8.2 Notwithstanding the foregoing, shareholder approval under this Section
8 shall only be required at such time and under such circumstances as
shareholder approval would be required under applicable laws, regulations and
exchange requirements.


     8.3 The Administrator may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Section 3, no such amendment
shall impair the rights of any holder without his or her consent.

SECTION 9. UNFUNDED STATUS OF PLAN

     The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant or
optionee by the Company, nothing contained herein shall give any such
Participant or optionee any rights that are greater than those of a general
creditor of the Company.

SECTION 10. CHANGE OF CONTROL

     The following acceleration and valuation provisions shall apply in the
event of a "Change of Control", as defined in paragraph 10.2 of this Section 10:

     10.1 In the event of a "Change of Control," unless otherwise determined by
the Administrator or the Board in writing at or after grant (including under any
individual agreement), but prior to the occurrence of such Change of Control;

          (a) any Stock Options awarded under the Plan not previously
exercisable and vested shall become fully exercisable and vested;

          (b) the restrictions applicable to any Restricted Stock or Deferred
Stock awards under the Plan shall lapse, and such shares and Awards shall be
deemed fully vested; and

          (c) the value of all outstanding Stock Options, Restricted Stock and
Deferred Stock awards shall, to the extent determined by the Administrator at or
after grant, be cashed out by a payment of cash or other property, as the
Administrator may determine, on the basis of the "Change of Control Price" (as
defined in paragraph 10.3 of this Section 10) as of the date the Change of



                                       13
<PAGE>

Control occurs or such other date as the Administrator may determine prior to
the Change of Control.

     10.2 For purposes of paragraph 10.1 of this Section 10, a "Change of
Control" shall be deemed to have occurred if:

          (a) any "person," as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than the Company; any trustee or other fiduciary holding
securities under an employee benefit plan of the Company; or any company owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of the Stock of the Company) is or becomes
after the Effective Date the "beneficial owner" (as defined in Rule 13d- 3 under
the Exchange Act), directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such person or any securities
acquired directly from the Company or its affiliates) representing 50% or more
of the combined voting power of the Company's then outstanding securities; or

          (b) during any period of two consecutive years (not including any
period prior to the Effective Date), individuals who at the beginning of such
period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (a), (c) or (d) of this Section 10.2)
whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof; or

          (c) consummation of a merger or consolidation of the Company with any
other corporation, other than (A) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity), in combination with the
ownership of any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, at least 75% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no person acquires more than 50% of the combined voting power of the
Company's then outstanding securities; or

          (d) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

     10.3 For purposes of this Section 10, "Change of Control Price" means the
higher of (i) the highest price per share paid or offered in any transaction
related to a Change of Control of the Company or (ii) the highest price per
share paid in any transaction reported on the exchange or



                                       14
<PAGE>

national market system on which the Stock is listed, at any time during the
preceding sixty day period as determined by the Administrator, except that, in
the case of Incentive Stock Options, such price shall be based only on
transactions reported for the date on which the Administrator decides to cash
out such options.

SECTION 11. GENERAL PROVISIONS

     11.1 The Administrator may require each person purchasing shares pursuant
to a Stock Option to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof. The
certificates for such shares may include any legend which the Administrator
deems appropriate to reflect any restrictions on transfer. All certificates for
shares of Stock delivered under the Plan shall be subject to such stock transfer
orders and other restrictions as the Administrator may deem advisable under the
rules, regulations, and other requirements of the SEC, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Administrator may cause a legend or legends to be placed on any
such certificates to make appropriate reference to such restrictions.

     11.2 Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

     11.3 Each Participant shall, no later than the date as of which the value
of an Award first becomes includable in the gross income of the Participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld with respect to the
Award. The obligations of the Company under the Plan shall be conditional on the
making of such payments or arrangements, and the Company (and, where applicable,
its Subsidiaries) shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
Participant.

     11.4 No member of the Board or the Administrator, nor any officer or
employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

     11.5 This Plan is purely voluntary on the part of the Company, and while
the Company hopes to continue it indefinitely, the continuance of the Plan shall
not be deemed to constitute a contract between the Company and any employee, or
to be consideration for or a condition of the employment of any employee.
Nothing contained in the Plan shall be deemed to give any employee the right to
be retained in the employ of the Company, its Subsidiaries, or its Parent



                                       15
<PAGE>

Corporation or to interfere with the right of the Company, or its Subsidiaries
to discharge or retire any employee thereof at any time. No employee shall have
any right to, or interest in, Stock Options, Restricted Stock, or Deferred
Stock, authorized hereunder prior to the grant of such a Stock Option or other
award described herein to such employee, and upon such grant he or she shall
have only such rights and interests as are expressly provided herein, and in the
agreement governing such Award, subject, however, to all applicable provisions
of the Company's Articles of Incorporation, as the same may be amended from time
to time.

SECTION 12. GRANTS TO DIRECTORS

     12.1 Notwithstanding anything to the contrary contained herein, the Company
will grant to James P. Jimirro, Chief Executive Officer and a Director of the
Company ("Jimirro") stock options to purchase 400,000 shares of Stock at a
strike price equal to $3.50; such options shall vest upon the earlier of (i) so
long as shareholder approval of the grant of such options is obtained and as
long as the closing of the transactions contemplated by the Letter of Intent,
dated January 30, 2002 (the "LOI"), setting forth the understanding of (a) the
Company, (b) Jimirro, (c) Daniel S. Laikin, (d) Paul Skjodt, (e) National
Lampoon Acquisition Group LLP and (f) Timothy S. Durham, Samerian LLP, Diamond
Investments, LLC, Christopher R. Williams, Helen C. Williams, DW Leasing
Company, LLC and Judy B. Laikin occurs, the initial U.S. theatrical opening date
of the movie "National Lampoon's Van Wilder," and (ii) so long as shareholder
approval of the grant of such options is obtained, on January 30, 2012; in
addition, such options shall (i) have a term of 10 years and (ii) remain
outstanding and exercisable notwithstanding Jimirro's termination of employment
for any reason whatsoever or his death or disability.

     12.2 Commencing on January 31, 2003 and continuing on each of the last day
of each month thereafter during the period that Jimirro is employed by the
Company, the Company will grant to Jimirro fully vested options to purchase
5,000 shares of Stock at a strike price equal to the average of the last
reported sale price per share of Stock for the five trading days immediately
preceding the last day of such month; all such options shall have a term of 10
years from their respective dates of grant and shall remain outstanding and
exercisable notwithstanding Jimirro's termination of employment for any reason
whatsoever or his death or disability.

     12.3 Notwithstanding Section 5.3(c) above, any Options issued to Jimirro in
exchange for previously issued SARs shall have such vesting schedule as may be
approved by the Board of Directors or the Administrator.

SECTION 13. SPECIFIC PERFORMANCE

     The Stock Options granted under this Plan and the Shares issued pursuant to
the exercise of such Stock Options cannot be readily purchased or sold in the
open market, and, for that reason among others, the Company and its shareholders
will be irreparably damaged in the event that this Plan is not specifically
enforced. In the event of any controversy concerning the right or



                                       16
<PAGE>

obligation to purchase or sell any such Stock Option, such right or obligation
shall be enforceable in a court of equity by a decree of a specific performance.
Such remedy shall, however, be cumulative and not exclusive, and shall be in
addition to any other remedy which the parties may have.

SECTION 14. INVALID PROVISION

     In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid
unenforceable provision was not contained herein.

SECTION 15. APPLICABLE LAW

     This Plan shall be governed by and construed in accordance with the laws of
the State of California.


SECTION 16. SUCCESSORS AND ASSIGNS

     This Plan shall be binding on and inure to the benefit of the Company and
the employees to whom an Award is granted hereunder, and such employees' heirs,
executors, administrators, legatees, personal representatives, assignees and
transferees.

SECTION 17. SHAREHOLDER APPROVAL

     The grant of Stock Options under the Plan also is conditioned on approval
of the Plan by the vote or consent of the holders of a majority of the
outstanding shares of Stock and no Stock Option granted hereunder shall be
effective or exercisable unless and until the Plan has been so approved within
12 months of the adoption of the Plan.

SECTION 18. ANNUAL REPORT

     Except at such time as the Stock becomes a Covered Security, if any
consultants or directors are issued Stock Options under this Plan, the Company
shall furnish such consultants or directors with financial statements at least
annually.

SECTION 19. EFFECTIVE DATE OF PLAN

     The plan originally became effective (the "Effective Date") on October 14,
1999, subject to shareholder approval. The Plan became effective on January 30,
2002, subject to shareholder



                                       17
<PAGE>

approval.

SECTION 20. TERM OF PLAN

     No Stock Option, Deferred Stock, SAR or Restricted Stock award shall be
granted pursuant to the Plan on or after the tenth anniversary of the Effective
Date, but Awards theretofore granted may extend beyond that date.



                                       18
<PAGE>

     IN WITNESS WHEREOF, pursuant to the due authorization and adoption of this
Plan by the Board on the day and year first above written, the Company has
caused this Plan to be duly executed by its duly authorized officers.


                                        J2 Communications


                                        By: /s/ JAMES P. JIMIRRO
                                           -------------------------------------
                                        Name:    James P. Jimirro
                                        Title:   Chief Executive Officer




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