Exhibit 10.5

                               REPAYMENT GUARANTY

         THIS  REPAYMENT  GUARANTY  (the  "Guaranty")  is made as of January 27,
2005, by National Lampoon Networks,  Inc., a Delaware corporation,  and National
Lampoon Tours, Inc., a California corporation (collectively, jointly, severally,
and jointly  and  severally,  the  "Guarantor"),  whose  address is set forth in
Paragraph 9 hereof, in favor of N. WILLIAMS FAMILY INVESTMENTS, L.P., an Arizona
limited  partnership  ("Lender"),  whose address is c/o Lake City Bank, P.O. Box
11053, Fort Wayne, Indiana 46855.

         1. Except as otherwise provided in this Guaranty,  all terms defined in
that certain  Security  Agreement of even date herewith by and between  National
Lampoon, Inc., a Delaware corporation ("Borrower"), Guarantor, and Lender (as it
may be amended and modified from time to time) (the "Security  Agreement") shall
have the same meaning when used in this Guaranty. Such defined terms are denoted
in the Security Agreement and in this Guaranty by initial capital letters.

         2. In order to induce Lender to loan to Borrower the sum of Two Million
Seven Hundred Thousand and No/100 Dollars  ($2,700,000.00)  (the "Loan"),  to be
evidenced  by that  certain  Secured  Promissory  Note (the "Note") of even date
herewith,  executed  by Borrower  and payable to the order of Lender,  Guarantor
hereby  unconditionally  and irrevocably,  jointly and severally,  guarantees to
Lender and to its  successors,  endorsees  and/or  assigns,  the full and prompt
payment of the principal sum of the Note in accordance  with its terms when due,
by acceleration or otherwise,  together with all interest accrued  thereon,  the
full and prompt  payment of all other sums,  together with all interest  accrued
thereon,  when due  under  the  terms  of the  Note,  and in any deed of  trust,
security  agreement,  and  other  assignment  or  agreement  referred  to in the
Security  Agreement and/or now or hereafter  securing the Note, or setting forth
obligations of Borrower in connection with the Loan (which  documents,  together
with the Note and the Security Agreement, are collectively referred to herein as
the "Loan Documents").  The obligations  guaranteed pursuant to this Paragraph 2
are hereinafter referred to as the "Guaranteed Obligations".  All payments under
this  Guaranty  shall be made to Lender in lawful money of the United  States of
America at the address of Lender at the beginning of this Guaranty or such other
location as Lender may  designate  in  writing.  Any amount  payable  under this
Guaranty  not paid when due and any  judgment  for such an amount  and  interest
thereon  shall bear  interest at the default rate set forth in the Note from the
due date or such  judgment  date,  respectively,  until such amount and interest
thereon are paid in full.  Guarantor agrees to pay such interest on demand.  All
Guaranteed   Obligations  will  be  paid  and  performed  by  Guarantor  without
counterclaim, deduction, defense, deferment, reduction or set-off.

         3. Each Guarantor agrees, represents and warrants to Lender as follows:

                  (a) Guarantor  shall continue to be liable under this Guaranty
and the provisions hereof shall remain in full force and effect  notwithstanding
(i) any modification,  agreement or stipulation  between Borrower and Lender, or
their respective  successors and assigns,  with respect to the Loan Documents or
the  obligations  encompassed  thereby,   including,   without  limitation,  the
Guaranteed Obligations; (ii) Lender's waiver of or failure to enforce any of the

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terms,  covenants  or  conditions  contained  in the  Loan  Documents  or in any
modification thereof;  (iii) any release of Borrower or any other guarantor from
any liability with respect to the Guaranteed Obligations; or (iv) any release or
subordination  of any real or personal  property then held by Lender as security
for the performance of the Guaranteed Obligations.

                  (b)  Guarantor's  liability under this Guaranty shall continue
until  all sums due  under  the  Note  have  been  paid in full  and  until  all
Guaranteed Obligations of Borrower to Lender have been satisfied,  and shall not
be reduced by virtue of any payment by Borrower of any amount due under the Note
or under any of the Loan Documents or by Lender's  recourse to any collateral or
security,  except  to the  extent  that  such  payment  or  collateral  has been
indefeasibly  paid to or obtained by Lender,  and applied against the Guaranteed
Obligations of Borrower.  Each Guarantor  acknowledges that Lender may apply any
payment made by Borrower to Lender to any obligation of Borrower to Lender under
the terms of any Loan  Documents  in such  amounts and such manner as Lender may
elect,  regardless of whether such application  complies with any instruction or
designation  given or made by Borrower  with  respect to such payment and agrees
that  any  such  application  shall  not in any  manner  reduce,  extinguish  or
otherwise affect the liability of the Guarantor or any one of them hereunder.

                  (c)  Guarantor  warrants and  represents to Lender that it now
has  and  will  continue  to  have  full  and  complete  access  to any  and all
information  concerning the  transactions  contemplated by the Loan Documents or
referred  to  therein,  the  value  of the  assets  owned or to be  acquired  by
Borrower,  Borrower's  financial  status and its  ability to pay and perform the
Guaranteed Obligations owed to Lender. Guarantor further warrants and represents
that it has approved  copies of the Loan  Documents and is fully informed of the
remedies Lender may pursue, with or without notice to Borrower,  in the event of
default under the Note or other Loan Documents. So long as any of the Guaranteed
Obligations remains unsatisfied or owing to Lender,  Guarantor shall keep itself
fully  informed  as to all aspects of  Borrower's  financial  condition  and the
performance of the Guaranteed Obligations.

                  (d)  Guarantor has filed or caused to be filed all tax returns
(federal,  state,  or local)  required to be filed by Guarantor and has paid all
taxes and other amounts shown thereon to be due (including,  without limitation,
any interest or penalties).

                  (e) Guarantor understands the Obligations of Borrower pursuant
to the Loan  Documents  and the  Guaranteed  Obligations  and has had  access to
information  about the  financial  condition  of  Borrower  and the  ability  of
Borrower to perform the Obligations of Borrower pursuant to the Loan Documents.

                  (f)  Guarantor  is providing  this  Guaranty at the request of
Borrower   in  order  to  induce   Lender  to  extend  or   continue   financial
accommodations to Borrower.

         4. The  liability  of  Guarantor  under this  Guaranty is a guaranty of
payment and not of collectability, and is not conditioned or contingent upon the
genuineness,  validity,  regularity or  enforceability  of the Loan Documents or
other  instruments  relating to the creation or  performance  of the  Guaranteed

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Obligations  or the  pursuit by Lender of any  remedies  which it now has or may
hereafter have with respect thereto under the Loan Documents,  at law, in equity
or otherwise.

         5.  Guarantor  hereby  waives to the extent  permitted  by law: (i) all
notices to Guarantor,  to Borrower, or to any other person,  including,  but not
limited  to,  notices  of the  acceptance  of this  Guaranty,  or the  creation,
renewal, extension, modification or accrual of any of the Guaranteed Obligations
owed to Lender  and,  except to the  extent  set  forth in  Paragraph  7 hereof,
enforcement of any right or remedy with respect thereto, and notice of any other
matters  relating  thereto;  (ii) diligence and demand of payment,  presentment,
protest,  dishonor  and notice of  dishonor;  (iii) any  statute of  limitations
affecting  Guarantor's  liability hereunder or the enforcement thereof; and (iv)
all  principles  or  provisions  of law  which  conflict  with the terms of this
Guaranty.  Guarantor  further  agrees that Lender may enforce this Guaranty upon
the occurrence and during the continuation of an Event of Default under the Note
or the Loan Documents (as Event of Default is defined therein),  notwithstanding
the  existence  of any dispute  between  Borrower and Lender with respect to the
existence of the default or  performance  of the  Guaranteed  Obligations or any
counterclaim,  set-off or other claim which  Borrower may allege  against Lender
with respect thereto. Moreover,  Guarantor agrees that its obligations shall not
be affected by any circumstances which constitute a legal or equitable discharge
of a guarantor or surety.

         6. Guarantor  agrees that Lender may enforce this Guaranty  without the
necessity of resorting to or exhausting  any security or collateral  and without
the necessity of enforcing any other guaranty or proceeding  against Borrower or
any other guarantor,  including  without  limitation,  any other Guarantor named
herein.  Guarantor  hereby waives the right to require Lender to proceed against
Borrower,  to proceed against any other guarantor,  including without limitation
any other Guarantor named herein,  to foreclose any lien on any real or personal
property,  to exercise any right or remedy under the Loan  Documents,  to pursue
any other remedy or to enforce any other right.

         7. (a) Guarantor  further  agrees that nothing  contained  herein shall
prevent Lender from suing on the Note or from exercising any rights available to
it thereunder or under any of the Loan Documents and that the exercise of any of
the aforesaid rights shall not constitute a legal or equitable  discharge of any
Guarantor.  Guarantor  hereby fully and completely  waives and  relinquishes any
right of  subrogation  against  Borrower  and  that  Guarantor  understands  and
acknowledges   that  Guarantor  may  therefore  incur  a  partially  or  totally
non-reimbursable liability hereunder; nevertheless,  Guarantor hereby authorizes
and  empowers  Lender  to  exercise,  in its sole  discretion,  any  rights  and
remedies,  or any  combination  thereof,  which may then be available to Lender,
since it is the intent and purpose of Guarantor that the  obligations  hereunder
shall  be   absolute,   independent   and   unconditional   under  any  and  all
circumstances.   For  example,  but  without  limiting  the  generality  of  the
foregoing,  under current California law (Section 580d of the California Code of
Civil  Procedure  ("CCP")  as  interpreted  in Union  Bank v.  Gradsky,  265 ---
Cal.App.2d  40  (1968)),  Guarantor  may be  entitled  to  assert a  defense  to
liability under this Guaranty if Lender  forecloses  nonjudicially  against real
property  security for the Loan.  By executing  this  Guaranty,  Guarantor:  (1)
waives and  relinquishes  that defense;  (2) agrees that it will not assert that

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<PAGE>

defense in any action or  proceeding  which  Lender may commence to enforce this
Guaranty;  and (3) acknowledges and agrees that Lender is relying on this waiver
in making the Loan, and that this waiver is a material part of the consideration
which Lender is receiving for making the Loan.

                  (b)  Without   limiting  the   generality  of  the  foregoing,
Guarantor  waives all rights and defenses arising out of an election of remedies
by  Lender,  even  though  that  election  of  remedies,  such as a  nonjudicial
foreclosure with respect to security for a Guaranteed Obligation,  has destroyed
the Guarantor's rights of subrogation and reimbursement  against the Borrower by
the operation of Section 580d of the Code of Civil Procedure or otherwise.

                  (c)  Without   limiting  the   generality  of  the  foregoing,
Guarantor  hereby  expressly  waives any and all  benefits  and  defenses  under
California  Civil Code ("CC") Sections 2809,  2810, 2819, 2845, 2847, 2848, 2849
and 2850  including,  without  limitation,  the right to  require  Lender to (i)
proceed against Borrower or any other guarantor or pledgor, (ii) proceed against
or exhaust any security or collateral Lender may hold, or (iii) pursue any other
right or remedy for the benefit of Guarantor.  Guarantor  also hereby  expressly
waives any and all benefits and defenses  under (x) CCP Section 580a which would
otherwise limit  Guarantor's  liability after a nonjudicial  foreclosure sale to
the difference  between the  obligations  guaranteed  herein and the fair market
value of the property or interests sold at such  nonjudicial  foreclosure  sale,
(y) CCP Sections 580b and 580d,  which would  otherwise  limit Lender's right to
recover a deficiency  judgment with respect to purchase  money  obligations  and
after a  nonjudicial  foreclosure  sale,  respectively,  and (z) CCP Section 726
which, among other things,  would otherwise require Lender to exhaust all of its
security  before a personal  judgment may be obtained for a deficiency and would
limit Guarantor's  liability after a judicial foreclosure sale to the difference
between  the  obligations  guaranteed  herein and the fair  market  value of the
property or interests sold at such judicial  foreclosure  sale.  Notwithstanding
any  foreclosure  of the lien of any deed of trust or  security  agreement  with
respect to any or all of any real or personal property secured thereby,  whether
by the  exercise  of the  power of sale  contained  therein,  by an  action  for
judicial  foreclosure or by an acceptance of a deed in lieu of foreclosure,  and
notwithstanding  any  enforcement of any other  guaranty  executed in accordance
with the Loan, Guarantor shall remain bound under this Guaranty.

                  (d)   Guarantor   agrees  that  it  shall  have  no  right  of
subrogation,  reimbursement  or  contribution  against  Borrower  or against any
collateral  or  security  provided  for in the Loan  Documents  for  payment  or
performance of any right of subrogation,  reimbursement or contribution  against
Borrower now or in the future in  connection  with the  Guaranteed  Obligations.
Guarantor hereby forever waives and  relinquishes any and all such  subrogation,
reimbursement,   and  contribution   rights,   whether  or  not  the  Guaranteed
Obligations have been fully satisfied,  all obligations owed to Lender under the
Loan Documents have been fully performed and Lender has released, transferred or
disposed of all of its right, title and interest in such collateral or security.
Guarantor  further  agrees  that to the  extent  the  waiver  of its  rights  of
subrogation, reimbursement and/or contribution as set forth herein is found by a
court of  competent  jurisdiction  to be void or voidable  for any  reason,  any

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<PAGE>

rights of  subrogation,  reimbursement  and/or  contribution  Guarantor may have
against  Borrower or against  any  collateral  or  security  shall be junior and
subordinate  to any rights  Lender may have  against  Borrower and to all right,
title and interest  Lender may have in such  collateral or security.  Lender may
use,  sell or  dispose  of any item of  collateral  or  security  as it sees fit
without regard to any subrogation, reimbursement and/or contribution rights that
Guarantor may have pursuant to the immediately preceding sentence,  and upon any
disposition  or sale,  any such  rights  of  subrogation,  reimbursement  and/or
contribution that Guarantor may have shall terminate. Guarantor understands that
it may record a Request for Notice of Default  pursuant to California Civil Code
ss. 2924b and thereby  receive  notice of any proposed  foreclosure  of any real
property  collateral  then securing the  Borrower's  obligations  under the Loan
Documents.  With  respect to the  foreclosure  of any  security  interest in any
personal property  collateral then securing the Guaranteed  Obligations,  Lender
agrees to give Guarantor ten (10) days' prior written notice,  in the manner set
forth in Paragraph 9 hereof,  of any sale or  disposition  of any such  personal
property  collateral,  other than collateral  which is perishable,  threatens to
decline speedily in value, is of a type customarily sold on a recognized market,
or is cash, cash equivalents, certificates of deposit or the like.

                  (e)   Guarantor's   sole  right  with   respect  to  any  such
foreclosure of real or personal property collateral shall be to bid at such sale
in accordance with applicable law. Guarantor acknowledges and agrees that Lender
may also bid at any such sale and in the event such collateral is sold to Lender
in whole or partial  satisfaction of the obligations  owed to Lender,  Guarantor
shall  not  have  any  further   right  or  interest   with   respect   thereto.
Notwithstanding  anything to the contrary contained herein, no provision of this
Guaranty  shall be deemed  to limit,  decrease,  or in any way to  diminish  any
rights of set-off  Lender may have with respect to any cash,  cash  equivalents,
certificates of deposit,  notes or the like which may now or hereafter be put on
deposit with Lender by Borrower or by Guarantor.

                  (f) To the extent any  dispute  exists at any time  between or
among any  guarantors  as to  Guarantor's  right to  contribution  or otherwise,
Guarantor  agrees to  indemnify,  defend and hold Lender  harmless for, from and
against any loss, damage,  claim, demand, cost or any other liability (including
reasonable  attorneys'  fees and  costs)  Lender  may suffer as a result of such
dispute.

                  (g) If from time to time Borrower  shall have  liabilities  or
obligations  to Guarantor,  such  liabilities  and  obligations  and any and all
assignments as security, grants in trust, liens, mortgages,  security interests,
other encumbrances, and other interests and rights securing such liabilities and
obligations  shall  at all  times  be  fully  subordinate  with  respect  to (i)
assignment as security, grant in trust, lien, mortgage, security interest, other
encumbrance,  and other  interest  and  right  (if any),  (ii) time and right of
payment and  performance,  and (iii) rights against any collateral  therefor (if
any), to payment and  performance in full of the Guaranteed  Obligations and the
right of  Lender  to  realize  upon any or all  security  for such  obligations.
Guarantor  agrees that such liabilities and obligations of Borrower to Guarantor
shall not be  secured  by any  assignment  as  security,  grant in trust,  lien,
mortgage, security interest, other encumbrance or other interest or right in any

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property,  interests  in  property,  or rights to property of Borrower  and that
Borrower shall not pay, and Guarantor shall not receive,  payments of any or all
liabilities  or  obligations  of Borrower to Guarantor  until after  payment and
performance of the  Guaranteed  Obligations  in full.  If,  notwithstanding  the
foregoing,  Guarantor receives any payment from Borrower,  such payment shall be
held in trust by Guarantor for the benefit of Lender,  shall be segregated  from
the other funds of Guarantor, and shall forthwith be paid by Guarantor to Lender
and applied to payment of the Guaranteed  Obligations,  whether or not then due.
To secure  the  Guaranteed  Obligations,  Guarantor  grants to Lender a lien and
security  interest in all  liabilities and obligations of Borrower to Guarantor,
in any  assignments as security,  grants in trust,  liens,  mortgages,  security
interests,   other  encumbrances,   other  interests  or  rights  securing  such
liabilities  and  obligations,  and in  all of  Guarantor's  right,  title,  and
interest in and to any payments,  property,  interests in property, or rights to
property  acquired  or  received by  Guarantor  from  Borrower in respect of any
liabilities or obligations of Borrower to Guarantor.

         8. (a) Guarantor warrants and represents that any financial  statements
of Guarantor heretofore delivered to Lender are true and correct in all material
respects.

                  (b)  Guarantor  covenants  and  agrees to  immediately  notify
Lender of any material adverse change in Guarantor's financial status.

         9. All  notices,  requests  and  demands  to be made  hereunder  to the
parties  hereto shall be in writing and shall be  delivered by hand,  or sent by
registered or certified mail, postage prepaid,  through the United States Postal
Service to the addresses  shown below or such other  addresses which the parties
may provide to one another in accordance  herewith.  Such notices,  requests and
demands,  if sent by mail,  shall be deemed given two (2) days after  deposit in
the United  States  mail,  and if  delivered  by hand shall be deemed given when
delivered.

                 To Guarantor:  National Lampoon Networks, Inc.,
                                10850 Wilshire Boulevard, Suite 1000
                                Los Angeles, California 90024
                                Attn:  President

                                National Lampoon Tours, Inc.,
                                10850 Wilshire Boulevard, Suite 1000
                                Los Angeles, California 90024
                                Attn:  President

                 To Lender:     N. Williams Family Investments, L.P.
                                c/o Lake City Bank
                                P.O. Box 11053
                                Fort Wayne, Indiana 46855
                                Attn:  Keith Davis, Trust Officer

         10. This  Guaranty  shall be binding  upon  Guarantor,  its  respective
successors  and  assigns  and  shall  inure  to  the  benefit  of and  shall  be
enforceable by Lender,  its successors,  endorsees and assigns.  As used herein,

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the singular  shall  include the plural,  and the  masculine  shall  include the
feminine and neuter and vice versa, if the context so requires.

         11. If any or all of the Guaranteed  Obligations are not paid when due,
Guarantor  agrees to pay all costs of enforcement and collection and preparation
therefore (including, without limitation, reasonable attorneys' fees) whether or
not any action or proceeding is brought (including, without limitation, all such
costs incurred in connection with any bankruptcy,  receivership,  or other court
proceedings (whether at the trial or appellate level)).

         12. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES.

         13. This Guaranty is solely for the benefit of Lender,  its successors,
endorsees  and assigns,  and is not intended to nor shall it be deemed to be for
the benefit of any third party, including Borrower.

         14.  If  any   provision  of  this  Guaranty  is   unenforceable,   the
enforceability  of the other  provisions  shall not be  affected  and they shall
remain in full force and effect.

         15.  This  Guaranty  may be  executed  in  counterparts,  all of  which
executed counterparts shall together constitute a single document.

         16.  GUARANTOR,   AND,  BY  ACCEPTING  THIS  GUARANTY,   LENDER  HEREBY
VOLUNTARILY,  KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE  (WHETHER BASED UPON CONTRACT,  TORT
OR OTHERWISE)  BETWEEN OR AMONG THE  UNDERSIGNED AND LENDER ARISING OUT OF OR IN
ANY WAY RELATED TO THIS GUARANTY OR ANY OTHER RELATED  DOCUMENT.  THIS PROVISION
IS A MATERIAL  INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR
IN THE OTHER LOAN DOCUMENTS.



                         [SIGNATURES ON FOLLOWING PAGE]



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<PAGE>

         IN WITNESS WHEREOF,  Guarantor has executed this Guaranty as of the day
and year first above written.


                                         NATIONAL LAMPOON NETWORKS, INC., A
                                         Delaware corporation



                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------


                                         NATIONAL LAMPOON TOURS, INC., A
                                         California corporation



                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------




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