Exhibit
        4.12

      


      


      


      June
        21,
        2005

      Merriman
        Curhan Ford & Co.

      600
        California Street, Suite 9th
        Floor

      San
        Francisco, California 94108

      


      Dear
        Sirs:

      


      The
        undersigned is a holder of shares of common stock, and/or options, warrants,
        or
        other rights to acquire common stock, of National Lampoon, Inc., a Delaware
        corporation (the “Company”). The undersigned understands that Merriman Curhan
        Ford & Co. (the “Underwriter”) proposes to enter into an Underwriting
        Agreement (the “Underwriting Agreement”) providing for the public offering (the
“Public Offering”) of the Company’s common stock (the “Offered Common Stock”) by
        the Underwriter and any other underwriters that may participate in the Public
        Offering pursuant to a registration statement to be filed with the Securities
        and Exchange Commission (the “SEC”) (such registration statement, as may be
        amended, is referred to herein as the “Registration Statement”). To induce the
        Underwriter and any other underwriters that may participate in the Public
        Offering to continue their efforts in connection with the Public Offering,
        the
        undersigned hereby agrees as follows: 

      


      (i) During
        the period commencing on the date hereof and ending on the date which is
        six (6)
        months from the date the Registration Statement is first declared effective
        (such period herein referred to as the “Lock-Up Period”), the undersigned will
        not, directly or indirectly, through an “affiliate” or “associate” (as such
        terms are defined in the General Rules and Regulations under the Securities
        Act
        of 1933, as amended (the “Securities Act”)), a family member or otherwise,
        offer, sell, pledge, hypothecate, grant an option for sale, or otherwise
        dispose
        of, or transfer or grant any rights with respect thereto in any manner (either
        privately or publicly pursuant to Rule 144 of the General Rules and Regulations
        under the Securities Act, or otherwise) any shares of common stock of the
        Company or any other securities of the Company, including but not limited
        to any
        securities convertible or exchangeable into shares of common stock of the
        Company or options, warrants or other rights to acquire common stock of the
        Company directly or indirectly owned or controlled by the undersigned on
        the
        date hereof or hereafter acquired by the undersigned pursuant to a stock
        split,
        stock dividend, recapitalization or similar transaction or otherwise acquired
        by
        the undersigned in a private transaction (the “Securities”), or enter into any
        swap or any other agreement or any transaction that transfers, in whole or
        in
        part, directly or indirectly, the economic consequence of ownership of the
        Securities, whether any such swap or transaction is to be settled by delivery
        of
        common stock or other securities, in cash or otherwise, during the Lock-Up
        Period, without the Underwriter’s prior written consent; provided,
        however,
        that
        (a) such Securities may be sold or otherwise transferred in a private
        transaction during the Lock-Up Period so long as the acquirer of the Securities,
        by written agreement with the Underwriter entered into at the time of
        acquisition and delivered to the Underwriter prior to the consummation of
        such
        acquisition, agrees to be bound by the restrictions set forth in this letter
        agreement and (b) the undersigned may transfer any or all of the Securities
        either during his lifetime or upon death, by gift, will or intestacy, to
        his
        immediate family or to a trust or limited partnership, the beneficiaries
        or
        members of which are exclusively the undersigned and/or a member or members
        of
        his immediate family; provided,
        however,
        that it
        shall be a condition to such transfer that the transferee execute a written
        agreement that the transferee is receiving and holding the Securities subject
        to
        the provisions of this letter agreement, and there shall be no further transfer
        of such Securities except in accordance with this letter agreement. For purposes
        hereof, “immediate family” shall mean a spouse, lineal descendant, father,
        mother, brother or sister of the undersigned.

      


      
        
           

        

        
           

          
            

          

        

        
           


      

      

        Merriman
          Curhan Ford & Co.

        June
          21,
          2005

        Page
          2

      

       

       

      (ii) If
        at any
        time during the six (6) month period commencing on the date that the
        Registration Statement is first declared effective, the undersigned proposes
        to
        sell any Securities publicly under Rule 144 or otherwise, the undersigned
        shall
        sell such Securities through the Underwriter, so long as the price and terms
        of
        execution offered by such Underwriter are at least as favorable as may be
        obtained from other brokerage firms, and provided further that the Underwriter
        notify the undersigned within three (3) business days of the proposed
        transaction of the price and terms of execution for such proposed
        transaction.

      


      (iii) During
        the Lock-up Period, the undersigned agrees not to make any demand for, exercise
        any right, or file (or participate in the filing of) a registration statement
        with respect to the registration of any Securities without the prior written
        consent of the Underwriter.

      


      (iv) The
        undersigned agrees to furnish such information as may be required (whether
        orally or in writing) and otherwise to cooperate under the securities or
        blue
        sky laws of such states as the Underwriter may designate or any regulatory
        or
        other authority (including the American Stock Exchange) as a condition to
        registration of the Public Offering in such state, if requested by the
        Underwriter.

      


      (v) The
        undersigned agrees that he shall not convert his Series B Convertible Preferred
        Stock or his Series C Convertible Preferred Stock into the Company’s common
        stock for a period of two (2) years from the date the Registration Statement
        is
        first declared effective.

      


      This
        letter agreement shall terminate in the event (a) the Public Offering does
        not
        close on or before October 31, 2005 or (b) the gross proceeds received by
        the
        Company upon the closing of the Public Offering do not equal at least $8
        million.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Merriman
          Curhan Ford & Co.

        June
          21,
          2005

        Page
          3

      

       

      Subject
        to the foregoing, the undersigned hereby agrees to the placement of a legend
        on
        the certificates representing the Securities to indicate the restrictions
        on
        resale of the Securities imposed by this agreement and/or the entry of stop
        transfer orders with the transfer agent and the registrar of the Company’s
        securities against the transfer of the Securities except in compliance with
        this
        letter agreement. In the case of any Securities for which the undersigned
        is the
        beneficial but not the record holder, the undersigned agrees to cause the
        record
        holder to authorize the Company to cause the transfer agent to decline to
        transfer and/or to note stop transfer restrictions on its books and records
        with
        respect to such Securities.

      


      To
        the
        extent that the undersigned has any rights with respect to the registration
        of
        any Securities pursuant to any agreement with the Company, and to the extent
        that such agreement and the rights conferred thereunder may be inconsistent
        with
        the terms of this letter agreement, the undersigned agrees that the terms
        herein
        shall govern.

      


      The
        undersigned hereby represents and warrants that the undersigned has full
        power
        and authority to enter into this letter agreement. To the best of the
        undersigned’s knowledge, all of the Securities held by him are listed on the
        attached Annex I. All authority herein conferred or agreed to be conferred
        shall
        survive the death or incapacity of the undersigned and any obligations of
        the
        undersigned shall be binding upon the heirs, personal representatives,
        successors, and assigns of the undersigned.

      


      Any
        right
        of the undersigned to sell any portion of the Securities, as discussed in
        subsection (ii) above, is subject at all times to compliance with all applicable
        state and federal securities laws, rules and regulations.

      


      This
        letter agreement represents the entire understanding between the parties
        with
        respect to the subject matter hereof, and supersedes all prior agreements,
        negotiations, understandings, letters of intent, representations, statements
        and
        writings between the parties relating thereto. No modification, alteration,
        waiver or change in any of the terms of this letter agreement shall be valid
        or
        binding upon the parties hereto unless made in writing and duly executed
        on
        behalf of the party to be charged therewith.

      


      The
        undersigned understands that the Underwriter and any other underwriters that
        may
        participate in the Public Offering are relying upon this letter agreement
        in
        proceeding toward consummation of the Public Offering.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Merriman
          Curhan Ford & Co.

        June
          21,
          2005

        Page
          4

      

       

      Any
        Public Offering will only be made pursuant to an Underwriting Agreement,
        the
        terms of which are subject to negotiation between the Company and the
        Underwriter. If this agreement is acceptable to the Underwriter, please sign
        the
        form of acceptance below and deliver one of the counterparts hereof to me,
        such
        counterparts to constitute one and the same agreement. This will become a
        binding agreement between us upon execution by each of the parties
        hereto.

      


      Very
        truly yours,

      


      


      


      (Signature)

      


      (Print
        Name)

      


      AGREED
        to
        and ACCEPTED this _____ day of 

      June
        2005

      


      MERRIMAN
        CURHAN FORD & CO.

      


      


      


      By:      

       

      
        
           

        

        
           

          
            

          

        

        
           

          
             

            Merriman
              Curhan Ford & Co.

            June
              21,
              2005

            Page
              4


          

        

      

       

       

      Annex
        1

       

       

      List
        of Securities Beneficially Held By Daniel S. Laikin