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) Except
        as
        set forth in subsections (v) and (vi) below, 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) Except
        with respect to the undersigned’s participation in the public offering as set
        forth in subsection (vi) below, 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, including pursuant
        to subsection (v) below, including 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) During
        each 90 day period of the six (6) month period following the date that the
        Registration Statement is first declared effective, the undersigned shall
        be
        entitled to sell up to 39,334 shares of the Company’s common stock. In the event
        that the number of outstanding shares of the Company’s common stock is changed
        by a stock dividend, recapitalization, stock split, reverse stock split,
        subdivision, combination, reclassification or similar change in the capital
        structure of the Company without consideration, then the number of shares
        of
        common stock that the undersigned may sell during any 90 day period shall
        be
        proportionately adjusted, subject to any required action by the Company’s Board
        of Directors or its stockholders and compliance with applicable securities
        laws.
        If not exercised during a 90 day period, the right to sell as to that 90
        day
        period shall expire and the undersigned shall not be entitled to include
        such
        shares in sales made during subsequent 90 day periods.

      


      (vi) The
        undersigned shall be entitled to include up to a total of 400,000 shares
        of
        common stock in the Public Offering and to sell such shares through the
        Underwriter (the “Selling Security Holder’s Shares”). The undersigned has
        notified the Underwriter of his intent to include 200,000 of the Selling
        Security Holder’s Shares in the Public Offering. The undersigned shall enter
        into such customary agreements (including the Underwriting Agreement) and
        deliver such other documents as may be reasonably required by the Underwriter
        and/or the Company in connection with such offering of the Selling Security
        Holder’s Shares.

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Merriman
          Curhan Ford & Co.

        June
          21,
          2005

        Page
          3

         

      

      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.

      


      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.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Merriman
          Curhan Ford & Co.

        June
          21,
          2005

        Page
          4

      

      Any
        right
        of the undersigned to sell any portion of the Securities, as discussed in
        subsection (v) 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.

      


      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,

      


      


      


      /s/
        James P. Jimirro   

      (Signature)

      


      James
        P. Jimirro   

      (Print
        Name)

      


      AGREED
        to
        and ACCEPTED this _____ day of 

      June
        2005

      


      MERRIMAN
        CURHAN FORD & CO.

      


      


      


      By:_______________________________      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        
          Merriman
            Curhan Ford & Co.

          June
            21,
            2005

          Page
            5

        

      

       

      Annex
        1

       

       

      List
        of Securities Beneficially Held By James P. Jimirro

       

      Common
        Stock

      


      450,668
        shares of common stock

      


      Options
        Granted from the J2 Communications Amended and Restated 1999 Stock Option,
        Deferred Stock and Restricted Stock Plan

      


      Options
        to purchase a total of 1,560,374 shares of common stock

      


      Series
        B Convertible Preferred Stock

      


      None

      


      Series
        C Convertible Preferred Stock

      


      None

      


      Warrants

      


      None