Please make reference to the Agreement between NATIONAL LAMPOON, INC. ("NL") and FLIM FLAM FILMS, LLC ("Flim Flam") (together the "Parties") dated as of April 30, 2007 for the distribution of the motion picture "DIRTY MOVIE" or "NATIONAL LAMPOON'S DIRTY MOVIE" (the "Picture") as therein defined ("NL Agreement").

Unless defined herein, words and phrases appearing in this Notice of Assignment and Direction to Pay shall have the meaning as defined in the NL Agreement.

1.   Please take notice that the interest of Flim Flam in the Agreement has been contributed to NLDM ONE, L.L.C. ("NLDM ONE") pursuant to a Contribution Agreement dated as of January 31, 2008 between Flim. Flam and NLDM ONE, and accordingly, the Licensee has assigned its 75% interest in the gross receipts of the Picture (as provided in paragraph 3 of the NL Agreement) to NLDM ONE. Notwithstanding the foregoing, Flim Flam has retained its right of recoupment of Production costs a