Exhibit 5 FIRST AMENDMENT TO VOTING AGREEMENT

                                    Exhibit 5

                                 FIRST AMENDMENT
                                       TO
                                VOTING AGREEMENT

     THIS FIRST  AMENDMENT TO VOTING  AGREEMENT  (this  "Amendment") is made and
entered  into on the _____ day of June,  2002,  by and  among  ▇▇▇▇▇ ▇.  ▇▇▇▇▇▇▇
("Jimirro"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Laikin"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇").

                                    RECITALS

A. Jimirro, Laikin and ▇▇▇▇▇▇ are parties to that certain Voting Agreement dated
as of May 17, 2002, relating to their shares of the common stock and/or Series B
Convertible  Preferred Stock (the "Series B Preferred") of J2 Communications,  a
California  corporation  (the  "Company").  Various  other  shareholders  of the
Company are also parties to the Voting Agreement.

B. Pursuant to Section 3(d) of the Voting Agreement, the Voting Agreement can be
amended in writing by Jimirro and the  holders of a majority of the  outstanding
shares of  Series B  Preferred  that were  purchased  pursuant  to that  certain
Preferred Stock and Warrant Purchase  Agreement dated April 25, 2002, as amended
by a First Amendment to Preferred Stock and Warrant Purchase Agreement dated May
17, 2002,  among the Company,  Laikin,  ▇▇▇▇▇▇ and other  purchasers of Series B
Preferred (the "Purchase Agreement").

▇.  ▇▇▇▇▇▇ is the holder of more than a majority  of the  outstanding  shares of
Series B Preferred purchased pursuant to the Purchase Agreement.

                                   AGREEMENTS

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
promises and covenants made herein,  Jimirro,  Laikin and ▇▇▇▇▇▇ agree to amend,
and do hereby amend, the Voting Agreement as follows:

     Section  1.  ▇▇▇▇▇▇  Removal.  ▇▇▇▇▇▇ is  removed  as a party to the Voting
Agreement effective as of May 17, 2002.

     Section 2. Continued Effect.  The Voting Agreement shall continue in effect
as to all parties  thereto other than ▇▇▇▇▇▇ in accordance with its terms and as
amended hereby.

     Section 3. Notice of Amendment.  Laikin will provide a signed  photocopy of
this  Amendment  to all parties to the Voting  Agreement  who are not signers of
this Amendment.  However,  his failure to do so as to any or all of such parties
to the Voting  Agreement will not impair the  effectiveness of this Amendment or
constitute grounds for contesting the validity hereof.



     IN WITNESS WHEREOF Jimirro,  Laikin and ▇▇▇▇▇▇ have executed this Amendment
as of the date first above written.



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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇                              ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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04103.0001 #331181