Exhibit 10.8

                        TERMINATION OF SECURITY AGREEMENT

         This  Termination  of Security  Agreement is made and entered into this
28th day of January,  2005, by National  Lampoon,  Inc., a Delaware  corporation
(the "Company"), and James P. Jimirro ("Jimirro").

                                    RECITALS:

         WHEREAS,  Jimirro and the Company are parties to that certain  Security
Agreement dated May 17, 2002 (the "Security  Agreement"),  pursuant to which the
Company granted a security interest in its assets and property to secure,  among
other things,  the performance of the Company's  obligations to Jimirro pursuant
to that  certain  Employment  Agreement  dated  May 17,  2002  (the  "Employment
Agreement") between the Company and Jimirro;

         WHEREAS,  pursuant to Section  4(f) of the  Employment  Agreement,  the
Company has exercised its right to terminate the  Employment  Agreement and will
make a cash  payment to Jimirro in an amount  equal to Two Million  Five Hundred
Twenty-Three  Thousand  Eight Hundred  Dollars  ($2,523,800.00)  (the  "Required
Payment").

         WHEREAS,  pursuant to that certain Secured Promissory Note of even date
herewith,  issued by the Company to N. Williams  Family  Investments,  L.P. (the
"Lender"),  the Lender  has  provided  a loan,  secured by all of the  Company's
assets,  in the principal  amount of Two Million Seven Hundred  Thousand Dollars
($2,700,000.00) (the "Loan"), the proceeds from which will be used, in principal
part, to fund the Required Payment;

         WHEREAS,  as a  condition  to the  making of the Loan,  the  Lender has
required that the Security  Agreement be terminated and that Jimirro's  security
interest thereunder be released;

         NOW, THEREFORE,  the parties hereto agree as follows,  for the explicit
benefit of the Lender:

         1.  Termination and Release.  Notwithstanding  anything to the contrary
contained in the Security Agreement or otherwise,  subject to receipt by Jimirro
of the Required  Payment,  the  Security  Agreement  and any  security  interest
granted  thereunder are hereby terminated and released.  Each of the Company and
Jimirro shall  execute and file (and Jimirro  hereby  authorizes  the Company to
execute  and file on his  behalf)  such UCC  termination  statements  and  other
notices  or  instruments  and take  such  further  action  as may be  reasonably
requested  by Lender to reflect  the  termination  and  release of the  Security
Agreement and related  security  interest  pursuant hereto  (including,  without
limitation,  such  notices as may be required  to be filed in the United  States
Patent and  Trademark  Office or United States  Copyright  Office to reflect the
release of Jimirro's security interest in intellectual property of the Company).

         2. No Other Conditions. The foregoing termination and release shall not
be subject to or conditioned  upon the  performance or payment by the Company of
any existing or future  obligation  owed by the Company,  its  affiliates or any
other  person  to  Jimirro  or  his  assigns  (whether  constituting  a  secured
obligation under the Security Agreement or otherwise), other than the payment of
the Required Payment,  which shall be payable in immediately  available funds to
an account  designated by Jimirro in writing to the Company,  with a copy to the
Lender.



         IN WITNESS  WHEREOF,  the parties have  executed  this  Termination  of
Security Agreement as of the date first set forth above.

                                            NATIONAL LAMPOON, Inc., a Delaware
                                            corporation


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



                                            ------------------------------------
                                            James P. Jimirro



ACCEPTED AND AGREED:

N. Williams Family Investments, L.P.


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



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