Exhibit 4.10


                                                          January 28, 2005

The Shemano Group, Inc.
601 California Street, Suite 1150
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 The
Shemano Group, Inc. (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 12 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



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January 28, 2005
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condition to such transfer that the transferee execute a written agreement that
the transferee is receiving and holding the Securities subject to the provision
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.

         (ii) If at any time during the one-year period commencing on the date
that the Registration Statement is first declared effective, the undersigned
proposes to sell any Securities, 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, 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.

         This letter agreement shall terminate in the event (a) the Public
Offering does not close on or before May 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 1. All authority herein conferred or agreed to be conferred shall



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January 28, 2005
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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.

          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 letter 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
January 2005

THE SHEMANO GROUP, INC.



By:
   -------------------------------------



The Shemano Group, Inc.
January 28, 2005
Page 4


                                     ANNEX 1

                             LIST OF SECURITIES HELD