SKYMALL INC
S-3, 2000-01-14
CATALOG & MAIL-ORDER HOUSES
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        As filed with the Securities and Exchange Commission on January 14, 2000
                                               Registration No. 333-____________
================================================================================


                       Securities and Exchange Commission
                              Washington, DC. 20549
                              ---------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                                  SKYMALL, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>

<S>                                   <C>                                 <C>
            NEVADA                               5961                       86-0651100
(State or other jurisdiction of       (Primary Standard Industrial       (I.R.S. Employer
incorporation or organization)         Classification Code Number)     Identification Number)
</TABLE>

                              1520 EAST PIMA STREET
                             PHOENIX, ARIZONA 85034
                                 (602) 254-9777
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                              ---------------------

                                ROBERT M. WORSLEY
                                    PRESIDENT
                                  SKYMALL, INC.
                              1520 EAST PIMA STREET
                             PHOENIX, ARIZONA 85034
                                 (602) 254-9777
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                              ---------------------

                                   Copies to:


Christopher D. Johnson, Esq.                     Christine A. Aguilera, Esq.
Squire, Sanders & Dempsey L.L.P.                 Executive Vice President of
Two Renaissance Square                             Business Development,
40 North Central Avenue, Suite 2700                General Counsel and Secretary
Phoenix, Arizona 85004                           SkyMall, Inc.
602-528-4000                                     1520 East Pima Street
                                                 Phoenix, Arizona 85034
                                                 602-254-9777

<PAGE>

                         CALCULATION OF REGISTRATION FEE

================================================================================

                                                      PROPOSED
                       PROPOSED         PROPOSED      MAXIMUM
      TITLE OF         MAXIMUM          MAXIMUM       AGGREGATE     AMOUNT OF
  SECURITIES TO BE   AMOUNT TO BE    OFFERING PRICE   OFFERING     REGISTRATION
     REGISTERED      REGISTERED(1)    PER SHARE(2)    PRICE(2)         FEE
  ----------------   -------------   --------------   ---------    ------------

  Common Stock         1,998,572         $7.78125    $15,551,388      $4,106
  $.001 par value

================================================================================

- --------------

(1)  Includes  (i) up to  1,142,857  shares  of common  stock to be issued  upon
     conversion  of  Series B Junior  Convertible  Preferred  Stock,  (ii) up to
     855,715  shares of common stock to be issued upon  exercise of warrants and
     (iii) an indeterminate  number of additional  shares of common stock as may
     from time to time become  issuable  upon  conversion of the Series B Junior
     Convertible Preferred Stock and exercise of the warrants by reason of stock
     splits,  stock  dividends  and  similar  transactions,   which  shares  are
     registered hereunder pursuant to Rule 416 under the Securities Act of 1933,
     as amended.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee,  pursuant to Rule 457 of the  Securities Act of 1933, as
     amended,  based on the  average  of the high and low  prices  for shares of
     common stock of SkyMall,  Inc. as reported by the Nasdaq National Market on
     January 12, 2000.


Approximate  date of proposed sale to public:  As soon as practicable  after the
effective date of this Registration Statement.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. [ ]______________

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ] _______________

If the delivery of the  prospectus  is expected to be made pursuant to Rule 434,
please check the following box. [ ]

- --------------------------------------------------------------------------------

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT OF  1933 OR  UNTIL  THIS  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE SEC,  ACTING  PURSUANT TO SAID SECTION  8(A),  MAY
DETERMINE.
- --------------------------------------------------------------------------------

                                      -ii-
<PAGE>

- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING  SHAREHOLDERS  MAY NOT SELL THESE  SECURITIES UNTIL THE REGISTRATION
STATEMENT  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  IS  DECLARED
EFFECTIVE.  THIS  PROSPECTUS IS NOT AN OFFER TO SELL THESE  SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE  SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
- --------------------------------------------------------------------------------

                  SUBJECT TO COMPLETION, DATED JANUARY 14, 2000

PROSPECTUS
                                1,998,572 SHARES

                            SKYMALL, INC.COMMON STOCK

     We have issued 80,000 shares of our Series B Junior  Convertible  Preferred
Stock,  which are  convertible  into 1,142,857  shares of our common stock,  and
855,715  warrants to purchase  855,715  shares of our common  stock in a private
placement  completed on December 30, 1999.  The private  placement was completed
pursuant to the terms of a Stock and Warrant Purchase Agreement.  Of such shares
of preferred  stock and warrants,  80,000 shares of preferred  stock and 571,429
warrants  were  issued  to the  investors  in  the  private  placement,  250,000
additional warrants were issued to a financial advisor in payment of an advisory
fee in connection  with the  transactions  contemplated  pursuant to the private
placement,  and 34,286 warrants were issued to the placement agent that assisted
the Company in completing the private  placement.  The investors,  the financial
advisor  and  the  placement  agent  (which  we  collectively  refer  to in this
prospectus  as the "selling  shareholders")  can use this  prospectus to sell to
other  purchasers some or all of the shares of common stock they will receive by
converting the preferred stock to common stock and exercising the warrants. Each
selling shareholder may sell the common stock in ordinary broker's transactions,
directly to market makers in our common stock, in private transactions or any of
the other methods of distribution  that are described in this  prospectus  under
the section titled "Plan of Distribution."

     The selling  shareholders will receive all of the amounts received upon any
sale by them of the  common  stock,  less  any  brokerage  commissions  or other
expenses incurred by them. We will not receive any proceeds from the sale of the
common  stock  by the  selling  shareholders.  However,  we will  receive  up to
$6,811,434  as  payment  of the  warrant  exercise  price for the  common  stock
underlying the warrants if all of the warrants are exercised.  We are paying for
the costs of registering the shares covered by this prospectus.

     The selling  shareholders  and the brokers or other third  parties  through
whom the selling shareholders sell the common stock may be deemed "underwriters"
as that term is defined in the Securities Act of 1933, as amended,  for purposes
of the resale of the shares of common stock offered in this prospectus.

     Our common stock is traded on the Nasdaq  National  Market under the symbol
"SKYM."  According to Nasdaq,  on January 12, 2000, the last reported sale price
for our common stock was $7.9375.

BEFORE  PURCHASING ANY OF THE SHARES OF COMMON STOCK COVERED BY THIS PROSPECTUS,
WE URGE YOU TO READ AND  CAREFULLY  CONSIDER THE RISK FACTORS  DISCUSSED IN THIS
PROSPECTUS,  BEGINNING  ON PAGE 9. YOU SHOULD BE PREPARED TO ACCEPT ALL OF THOSE
RISKS,  INCLUDING  THE RISK THAT YOU COULD LOSE YOUR  ENTIRE  INVESTMENT  IN THE
COMMON  STOCK,  AS  WELL  AS ANY  OTHER  RISKS  THAT  MAY BE  DISCUSSED  IN THIS
PROSPECTUS.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE SALE OF THE
COMMON STOCK OR DETERMINED  THAT THE  INFORMATION IN THIS PROSPECTUS IS ACCURATE
OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.

                The date of this Prospectus is ___________, 2000


<PAGE>

YOU  SHOULD  ONLY RELY  UPON THE  INFORMATION  INCLUDED  IN OR  INCORPORATED  BY
REFERENCE INTO THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT THAT IS DELIVERED
TO YOU.  WE HAVE  NOT  AUTHORIZED  ANYONE  TO  PROVIDE  YOU WITH  ADDITIONAL  OR
DIFFERENT INFORMATION.

THE COMMON  STOCK IS NOT BEING  OFFERED IN ANY STATE  WHERE SUCH AN OFFER IS NOT
PERMITTED.

YOU  SHOULD NOT ASSUME  THAT THE  INFORMATION  INCLUDED  IN OR  INCORPORATED  BY
REFERENCE INTO THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF
ANY DATE LATER THAN THE DATE OF SUCH DOCUMENT.


                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports and other  information  with
the U.S. Securities and Exchange Commission.  You may read and copy any document
that we have  filed at the SEC's  Public  Reference  Room  located  at 450 Fifth
Street N.W., Room 1024, Washington, D.C. 20549 and at the SEC's regional offices
located at World Trade  Center,  13th Floor,  New York,  New York,  10048 and at
Northwestern  Atrium  Center,  500 West  Madison  Street,  Suite 1400,  Chicago,
Illinois 60661. Please call the SEC at 1-800-732-0330 for more information about
the Public Reference Room facilities.  Our SEC filings are also available to you
free of charge at the SEC's website at HTTP://WWW.SEC.GOV.

     Copies of publicly available  documents that we have filed with the SEC can
also be  inspected  and copied at the  offices of the  National  Association  of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

     We have filed a registration statement on Form S-3 with the SEC that covers
the resale of the common stock offered under this prospectus. This prospectus is
part of the registration statement; however, the prospectus does not include all
of the information included in the registration statement and its exhibits. As a
result,   you  should  refer  to  the  registration   statement  for  additional
information  about  us and the  common  stock  offered  under  this  prospectus.
Statements that we make in this prospectus relating to any documents filed as an
exhibit to the registration  statement or any document incorporated by reference
into the  registration  statement  are not  necessarily  complete and you should
review the referenced document itself for a complete understanding of its terms.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFRENCE

     Some of the information that we are required to include in the registration
statement  has  been  "incorporated  by  reference."  This  means  that  we have
disclosed information to you simply by referring you to documents other than the
registration  statement.  The documents that have been incorporated by reference
are an important part of the  prospectus,  and you should be sure to review that


                                       2
<PAGE>

information  in order to understand  the nature of any  investment by you in the
common stock. In addition to previously filed documents that are incorporated by
reference, documents that we file with the SEC after the date of this prospectus
will automatically update the registration statement. The documents that we have
previously filed and that are incorporated by reference include the following:

     o    Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          1998;
     o    Our  Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          March 31, 1999, June 30, 1999 and September 30, 1999;
     o    Our Current Report on Form 8-K filed April 13, 1999;
     o    Our Current Report on Form 8-K filed September 23, 1999;
     o    Our Current Report on Form 8-K filed October 5, 1999;
     o    Our Current Report on Form 8-K filed January 3, 2000;
     o    Our Current Report on Form 8-K filed January 4, 2000;
     o    Our  Definitive  Proxy  Statement  for  our  1999  Annual  Meeting  of
          Shareholders dated May 6, 1999; and
     o    The  description  of our Common  stock  included  in our  Registration
          Statement  on  Form  8-A,  filed  October  31,  1996,   including  all
          amendments   or  reports   filed  for  the  purpose  of  updating  the
          description.

     All documents and reports filed by us pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities  Exchange Act of 1934, as amended,  after the date of
this  prospectus and prior to the date that this offering of our common stock is
terminated,   will   automatically   be  incorporated  by  reference  into  this
prospectus. We will provide you with copies of any of the documents incorporated
by reference,  at no charge to you;  however,  we will not deliver copies of any
exhibits  to  such  documents   unless  the  exhibit   itself  is   specifically
incorporated  by  reference.  If you would like a copy of any  document,  please
write or call us at:

                                  SkyMall, Inc.
                              1520 East Pima Street
                             Phoenix, Arizona 85034
                              Attn: General Counsel
                            Telephone: (602) 254-9777


                                       3
<PAGE>

     THE FOLLOWING SUMMARY SHOULD BY READ BY YOU TOGETHER WITH THE MORE DETAILED
INFORMATION  INCLUDED IN OTHER  SECTIONS OF THIS  PROSPECTUS.  IN ADDITION,  YOU
SHOULD CAREFULLY  CONSIDER THE FACTORS  DESCRIBED UNDER "RISK FACTORS" AT PAGE 9
OF THIS PROSPECTUS.

     Throughout this prospectus,  we refer to SkyMall, Inc. and its subsidiaries
as "us", "we", "our", "SkyMall" or the "Company".


                                   THE COMPANY

     Founded in 1989,  SkyMall,  Inc., a Nevada  corporation,  is an  integrated
specialty  retailer that markets  high-quality  products and services  through a
number of unique channels and partnerships.  The Company offers its products and
services via various  media,  including the SkyMall  in-flight  print  catalogs,
workplace  catalogs,  multi-media CD-ROM and on the Internet at WWW.SKYMALL.COM,
WWW.SKYMALLTRAVEL.COM and WWW.DURHAM.SKYMALL.COM.  Our products and services are
provided by more than 300 retailers, including American Country Home, Australian
Outback   Collection,    Balducci's,   Canadian   Geographic,   Claire   Murray,
Frontgate(R),   FTD.com,  Garden.com,  Hammacher  Schlemmer(R),   Herrington(R),
Improvements(R), Langenbach, Lillian Vernon(R), L.L. Bean(R), Orvis(R), Samsung,
Seiko,   Successories(R),   The  Sharper  Image(R),  T.  Shipley(R),   The  Wine
Enthusiast(TM),  and  WorldClass  Concierge  Services(R).  The Company  offers a
diverse  variety  of  products  from  numerous  product  categories,   including
clothing,  fashion  accessories,   health  and  beauty  aids,  children's  toys,
executive gifts, educational products, gourmet cooking aids, exercise equipment,
jewelry, luggage, travel aids, and home accessories.

     Our principal  executive  offices are located at and our mailing address is
1520 East Pima Street,  Phoenix,  Arizona 85034.  Our telephone  number is (602)
254-9777.


                                 OUR OPERATIONS

     SkyMall is a "one-stop"  shopping  source for  customers who may purchase a
variety of  merchandise  from many  different  well-known  merchants in a single
transaction. Although most of the merchandise offered in the SkyMall catalogs is
available  from other  catalog  and retail  companies,  each of these  companies
typically  has its own policies for shipping and handling  charges,  merchandise
returns,  sales  taxes and  price  guarantees,  as well as its own Web site.  In
addition, each company typically has different customer service hours and credit
and  payment   policies.   By  aggregating   the   merchandise  of  our  various
participating  merchants into a single  location in our print catalog and on our
Web site,  we afford our  customers  access to thousands of products  offered by
more than 300 merchants and the convenience of one-stop shopping.

     Our  print  media   provides   consumers  with  a  selection  of  only  the
best-selling  products from our most well-known merchant partners.  This ensures
that  consumers  quickly see the most popular  items,  without  having to review
hundreds of items that may be of little  interest.  Through our online database,
we offer online  consumers a greater product  selection.  For the convenience of
our customers,  our online database is searchable by a number of parameters that


                                       4
<PAGE>

allow the  customer  to quickly  locate  products  that are of  interest to that
consumer.  We plan to further  expand the  selection  and variety of our product
offering and implement  additional online technologies that will allow us to use
customer   recommendation  software  to  offer  SkyMall  customers  personalized
recommendations based on individual tastes and preferences.

     PRINT MEDIA

     GENERAL.  We  market  our  merchandise  through  a number  of print  media,
including our in-flight catalogs, international catalogs and workplace catalogs.
We continue to seek additional ways to expand our print media  distribution  and
are  currently  testing a number of new  channels,  including  hotels,  consumer
loyalty  programs and alliances with credit card companies  which have access to
significant customer databases.  The merchandise of each participating  merchant
in our  catalogs is  presented  in a separate  section of each  catalog to allow
browsing  from  "store-to-store,"  providing the  convenience  and variety of an
upscale shopping mall environment.

     SKYMALL DOMESTIC  IN-FLIGHT  CATALOGS.  Our in-flight  catalogs,  which are
placed in airline seat pockets, represent our largest distribution channel. Over
the past eight years,  we have  experienced  substantial  growth in our domestic
in-flight  catalog  business.  Our in-flight catalog is available to over 70% of
all domestic airline passengers annually.

     The  SkyMall  program  offers  airlines a low-risk  means of  incrementally
increasing  their  earnings.  In  exchange  for  placement  of our  catalogs  in
seat-back pockets, we pay each airline partner a monthly commission based on net
merchandise  sales  generated  by the  Company  from  sales  to  that  airline's
passengers. Some agreements also require payment of a minimum monthly commission
or a boarding  cost that  reimburses  the airline for the  increased  fuel costs
attributable  to the weight of the catalogs.  In addition to increasing  airline
earnings,  our airline  partners  also  benefit  from  enhancing  the  in-flight
experience  of their  passengers  by  providing  our  catalogs as an  additional
amenity.

     SKYMALL  INTERNATIONAL  IN-FLIGHT CATALOGS. We believe that the demographic
and  technological  trends that are driving the domestic  consumer to shift from
traditional  retail  shopping  are also present in many  international  markets,
which we believe are substantially  under-served.  In early 1998, we launched an
international  initiative  under  which we  began  making  specialized  catalogs
available to passengers on certain  international flights traveling to Japan and
serving the Pacific Rim. These  catalogs  feature  merchandise  tailored to this
audience and are offered in three languages: English, Japanese and Chinese.

     In March  1999,  the Company  began  offering  SkyMall  catalogs on certain
transatlantic flights originating from New York and Boston and in June 1999, the
Company  began  offering a European  catalog on such flights  which is priced in
multiple currencies (US Dollars,  British Pound Sterling,  French Francs, German
Deutsche Marks, and the Euro), and is printed in English, German and French.

     Although  international  sales  have  been  immaterial  to  our  total  net
merchandise sales, we plan to continue exploring opportunities in these markets.
SkyMall  continues to gain experience in  international  markets,  including the
areas of merchandising,  customer service and fulfillment.  The Company plans to
enter  into  other  controlled  and  carefully  planned  expansions  into  large
international  markets through  cooperative  ventures with its current  domestic
airline partners,  as well as new international  partners.  The Company believes


                                       5
<PAGE>

that its experience in the domestic in-flight business, as well as its Web-based
infrastructure  that  allows it to quickly  set-up  call  center  operations  in
foreign countries, will enable it to expand into selected international markets,
particularly  those with a strong  interest  in U.S.  products  or where  remote
shopping already has some level of acceptance by consumers.

     WORKPLACE MERCHANDISE CATALOGS.  Through our subsidiary,  Durham & Company,
we offer logo  merchandise and recognition  products to employees of a number of
blue-chip  organizations,  primarily  through print catalogs and since September
1999,  on the Durham Web site.  Competing  in the  highly  fragmented  incentive
industry,  Durham  distinguishes itself by providing  high-quality  products and
excellent   customer  service  and  focuses  its  marketing   efforts  on  large
organizations.  SkyMall  provides  Durham's  clients with  unique,  high-quality
merchandise  offered through other SkyMall  channels as well as logo merchandise
and recognition products for corporate gift giving, employee recognition,  sales
promotions and incentives, and similar programs.

     OTHER  PRINT  CHANNELS.   We  provide  unique,   upscale  catalogs  to  the
membership-oriented  airport lounges of one of our major airline  partners.  The
SkyMall catalogs are also available on certain Northeastern routes of Amtrak. We
continue to test distribution of our print catalogs in a number of other venues,
including hotels and in connection with loyalty and marketing  programs.  We are
also testing other  alliances,  including  with major credit card  companies and
with the cruise line industry.  To the extent the test results of these programs
prove successful, we may expand our presence in these channels.

     ELECTRONIC MEDIA

     GENERAL.  We launched  our first  Internet  Web site in January of 1996 and
since then have continued to refine and develop our e-commerce  strategies.  Our
e-commerce  channels showcase products offered in our print catalogs and provide
customers an  additional  means of customer  service and  support.  In addition,
because the Internet does not pose the same size and weight  constraints  as our
paper  catalogs,  we offer  products  and  services  from a  greater  number  of
merchants and a full  complement of products from merchants who offer only their
best-selling  items  in  our  catalogs.  Through  our  wholly-owned  subsidiary,
SKYMALL.COM,  INC.,  we plan  to  increase  our  revenues  from  this  media  by
developing  SkyMall's  Web  site  as a  premier  Internet  shopping  and  travel
destination and increasing the number of partners in our affiliate program.

     AFFILIATE  PROGRAM.  In addition  to  developing  our own site,  we have an
affiliate  program  through  which we provide a turn-key  merchant  solution  to
businesses that are interested in providing SkyMall's merchandise to visitors to
their own Web sites. Our unique  proprietary  technology and other systems allow
us to quickly and  cost-effectively  implement affiliate site programs,  in many
cases with lead times of less than three weeks.  Visitors to SkyMall's affiliate
sites go directly to a SkyMall  site,  which is  typically  co-branded  with the
affiliate  partner,  for shopping  services.  After shopping,  the customers are
directed  back  exclusively  to the  site  from  which  they  began  so that the
affiliate partner does not lose the benefit of the traffic to its site. Although
an online store can be privately labeled for our affiliate partners, most of our
affiliate sites are co-branded to increase  SkyMall's brand awareness as well as
generate affinity for our online partners.


                                       6
<PAGE>

     Under our agreements with our affiliate  partners,  we typically pay them a
commission  based  on  net  merchandise  sales.  Our  affiliate  program  offers
advantages to both consumers and our partners.  Consumers  enjoy the convenience
of  SkyMall's  online  shopping  and our  partner  sites  enjoy the  benefit  of
increased revenue, while ensuring that their customers return to their site.

     Early  participants  in our affiliate  program  include some of our airline
partners  and related  entities,  such as Delta Air Lines,  Delta Crown Room and
Continental Air Lines. In addition, Northwest Airlines and America West Airlines
have  joined  our  affiliate  program.  New  participants  are  Visa  USA,  Visa
International,  First USA, the largest Visa card issuer and a banking  leader in
electronic commerce,  and LinkShare(R),  a premier provider of partnership-based
marketing on the Web,  specializing in brokering  revenue-producing  links among
complementary e-commerce sites. We also have arrangements with a number of other
high-traffic sites,  including the site offered by the best-selling book series,
Chicken Soup for the Soul, Microsoft's online shopping mall called MSN Shopping,
MSNBC,  Trip.com,  and The  Weather  Channel  site at  Weather.com.  The Company
continues  to evaluate  the success of its  individual  affiliates  and, in some
cases,   has  terminated   relationships   while  it  continues  to  pursue  new
affiliations.

     THE  SKYMALLTRAVEL.COM  WEB SITE. As part of SkyMall's previously announced
investment   in    e-commerce,    in   July   1999,    SkyMall    launched   its
WWW.SKYMALLTRAVEL.COM  Web site targeted to frequent  travelers,  which provides
one-stop access for all their travel needs.  SKYMALLTRAVEL.COM organizes many of
the best  travel  resources  in one  place,  including  linked  directories  for
airlines, hotels, rental car and online booking services, as well as content and
tools that assist business  travelers before,  during and after their trips. The
site was designed to help  travelers get the most out of online travel  planning
while minimizing the effort and time involved. Some of the leading online travel
companies  are  affiliates  at  our   SKYMALLTRAVEL.COM   Web  site,   including
webflyer.com, Trip.com, ontheroad.com,  mapquest.com,  weather.com, homefair.com
and MyFamily.com.

     THE DURHAM & COMPANY WEB SITE. In September 1999, Durham & Company launched
its Web  site at  WWW.DURHAM.SKYMALL.COM  which  offers  high  quality  logo and
corporate identity merchandise to organizations.

     DISC PUBLISHING,  INC. In September 1999, SkyMall acquired Disc Publishing,
Inc. Disc Publishing's  SkyDisc(TM) is a leading  interactive CD-ROM targeted to
the business traveler that integrates  high-quality print,  broadcast and online
media to provide an exciting  mix of topics that  entertain,  inform and enhance
the business travelers' life. SkyDisc offers the business traveler the option of
using the disk on their  laptop  computer  whether  onboard the  aircraft,  in a
hotel,  at the office,  or at home.  While using the disk online,  consumers can
link to Web sites promoted on SkyDisc to get more information and services. With
the continued  proliferation of new Web sites,  SkyDisc will help consumers sort
through  the  clutter of the Web and drive  traffic to the sites of our  program
participants.  Every other month a new "issue" of SkyDisc is  available  free in
airline seatback  pockets to more than 400,000 SkyWest  Airlines  passengers per
month.   SkyDisc  has  already  attracted  many  program  participants  such  as
Amazon.com,  Earthlink  Network,  Inc.,  Interplay  Entertainment,  Inc. and U S
WEST(R).  To the extent  sponsorship of this program continues to increase,  the
Company will consider expanding distribution of SkyDisc.


                                       7
<PAGE>
                                  THE OFFERING

Securities offered by the selling
shareholders.............................  1,998,572 shares of common stock

Common stock outstanding as of
January 12, 2000.........................  10,533,997 shares(1)

Use of Proceeds..........................  We will not receive any proceeds from
                                           the sale  of the  common stock by the
                                           selling  shareholders.   However,  we
                                           will receive up to $6,811,434 as  the
                                           purchase  price  for  the  shares  of
                                           common stock underlying the  warrants
                                           if all of the warrants are exercised.
                                           See "Use of Proceeds."

Risk Factors.............................  The shares  of common  stock  offered
                                           under this prospectus involve a  high
                                           degree of risk. See "Risk Factors."

Nasdaq National Market Symbol............  SKYM


- ----------------

(1)  Does not include (i)  1,007,838  shares of common stock  issuable  upon the
     exercise of  outstanding  stock  options  issued  pursuant to the Company's
     stock  option  plans,  (ii) an  additional  748,795  shares of common stock
     reserved for issuance  pursuant to future  awards  granted under such stock
     option  plans,  (iii)  50,000  shares of  common  stock  issuable  upon the
     exercise of warrants  issued in an  acquisition,  which are  exercisable at
     $8.00 per share,  (iv)  25,000  shares of common  stock  issuable  upon the
     exercise of warrants  issued to Ryan,  Beck & Co., Inc. in connection  with
     Ryan,  Beck's  services to the Company  related to the Company's  financing
     efforts,  which are  exercisable at $9.31 per share,  (v) 571,444 shares of
     common stock issuable upon the exercise of warrants  issued to investors in
     the Company's  November 1999 private  placement,  which are  exercisable at
     $8.00 per share,  (vi)  129,136  shares of common stock  issuable  upon the
     exercise of warrants  issued to  placement  agents in  connection  with the
     Company's November 1999 private placement,  which are exercisable at prices
     ranging from $8.00 to $9.12 per share,  (vii) 14,420 shares of common stock
     issuable  upon the  exercise  of  warrants  issued  upon  conversion  of an
     outstanding  note,  which  are  exercisable  at  $8.00  per  share,  (viii)
     1,304,571 shares of common stock issuable upon the conversion of the Series
     A Junior  Convertible  Preferred Stock issued to investors in the Company's
     December 20, 1999 private  placement,  (ix) 652,289  shares of common stock
     issuable upon the exercise of warrants issued to investors in the Company's
     December 20, 1999 private  placement,  which are  exercisable  at $8.00 per
     share,  (x) 200,742  shares of common stock  issuable  upon the exercise of
     warrants  issued to  placement  agents  in  connection  with the  Company's
     December  20,  1999  private  placement,  which are  exercisable  at prices
     ranging  from $7.00 to $9.12 per  share,  (xi)  1,142,857  shares of common
     stock  issuable  upon the  conversion  of the  Series B Junior  Convertible
     Preferred  Stock  which are a part of the  shares of common  stock that are
     being offered  pursuant to this  prospectus,  and (xii)  855,715  shares of
     common stock issuable upon the exercise of the warrants which are a part of
     the  shares  of  common  stock  that are  being  offered  pursuant  to this
     prospectus.


                                       8
<PAGE>

                                  RISK FACTORS

     BEFORE  YOU BUY ANY OF THE  SHARES OF COMMON  STOCK  BEING  OFFERED BY THIS
PROSPECTUS,  YOU SHOULD  CAREFULLY READ AND CONSIDER EACH OF THE RISK FACTORS WE
HAVE  DESCRIBED IN THIS  SECTION.  YOU SHOULD BE PREPARED TO ACCEPT ALL OF THESE
RISKS,  INCLUDING THE RISK THAT YOU MAY LOSE YOUR ENTIRE INVESTMENT,  BEFORE YOU
MAKE A DECISION TO BUY ANY OF THE SHARES OF COMMON STOCK.

     WE MAY NOT BE PROFITABLE IN THE FUTURE. Although we have been profitable in
recent  years,  we  plan  to  significantly  increase  spending  on  our  growth
initiatives  from  historical  levels  and we  expect  to  incur  losses  in the
foreseeable  future.  In  addition,   although  we  plan  to  spend  significant
additional  resources in connection  with the execution of our growth  strategy,
including for marketing,  technological  development and personnel costs,  there
can be no assurance that we can successfully deploy such resources to accomplish
the  objectives  of our growth  strategies  and  increase  the  revenues  of the
Company.

     WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL. Our existing line of credit
is not sufficient to permit the Company to fully implement its business plan. In
order to fully implement our growth  strategy,  we will need to raise additional
capital from third  parties or otherwise  secure  additional  financing  for the
Company. There can be no assurance that the Company will be able to successfully
raise additional capital or secure other financing, or that such funding will be
available  on terms  that are  favorable  to the  Company.  To the extent we are
unable to raise sufficient  additional  capital or secure other financing,  this
could  have a material  adverse  effect on the  Company  and we may be unable to
fully implement our planned growth strategy.

     OUR  BUSINESS  MAY NOT GROW IN THE  FUTURE.  Since our  inception,  we have
rapidly expanded our operations, growing from total revenues of $200,000 in 1990
to total  revenues of $66.3 million in 1998.  Our  continued  future growth will
depend to a  significant  degree on our  ability to increase  revenues  from our
existing businesses, maintain existing channel partner relationships and develop
new channel partner  relationships,  expand our product and content  offering to
consumers,  while  maintaining  adequate  gross  margins,  and  implement  other
programs  that  increase  the  circulation  of the SkyMall  print  catalogs  and
generate  traffic for our  e-commerce  programs.  Our ability to  implement  our
growth strategy will also depend on a number of other factors, many of which are
or may be beyond our control,  including (i) our ability to select products that
appeal to our customer base and effectively  market them to our target audience,
(ii) sustained or increased  levels of airline travel,  particularly in domestic
airline  markets,  (iii)  increasing  adoption by  consumers of the Internet for
shopping, (iv) the continued perception by participating merchants that we offer
an effective  marketing  channel for their  products and  services,  and (v) our
ability to attract,  train and retain qualified employees and management.  There
can be no assurance  that we will be able to  successfully  implement our growth
strategy.

     OUR FUTURE GROWTH IS IN PART  DEPENDENT  UPON THE  CONTINUED  GROWTH OF THE
ELECTRONIC  COMMERCE  MARKET.  The market for the sale of products  and services
over the  Internet  is a new and  rapidly  evolving  market.  Our future  growth


                                       9
<PAGE>

strategy is partially dependent upon the widespread acceptance and use of online
services as an avenue for retail  purchases.  Consumers have only recently begun
to make  purchases  over the Internet  and there is no assurance  that they will
continue  to do so in the  future.  In order for us to grow our online  customer
base,  we will need to attract  purchasers  who have  historically  relied  upon
traditional venues for making their retail purchases.  If use of online services
does not continue to grow as expected,  or if the  technological  infrastructure
for the  Internet is unable to  effectively  support its growing use, our growth
strategy may be materially adversely affected.

     WE MAY BE UNABLE TO  MANAGE  THE  POTENTIAL  GROWTH  OF OUR  BUSINESS.  Our
potential growth may place  significant  demands upon our personnel,  management
and  financial  resources.  In order to manage this growth,  we may have to hire
additional personnel and develop additional management infrastructure.  There is
no  assurance  that  people with the  necessary  skills and  experience  will be
available as needed or on terms  favorable to us. There is no assurance that our
current and planned personnel, systems, procedures and controls will be adequate
to support our future operations,  that we will be able to attract, hire, train,
retain,  motivate and manage necessary personnel, or that our management will be
able  to  identify,   manage  and  exploit  existing  and  potential   strategic
relationships and market  opportunities.  If we are unable to effectively manage
any potential  growth,  our business and financial  condition could be adversely
affected.

     OUR PLANS FOR INTERNATIONAL  EXPANSION POSE ADDITIONAL RISKS. A significant
aspect of our growth strategy is to expand our business internationally, through
our  in-flight  catalog  program  as  well  as the  Internet.  We  have  limited
experience in selling our products and services internationally.  Such expansion
will place  additional  burdens upon our  management,  personnel  and  financial
resources and may cause the Company to incur losses. We will also face different
and  additional   competition  in  these  international  markets.  In  addition,
international   expansion  has  certain   unique   risks,   such  as  regulatory
requirements,  legal uncertainty  regarding  liability,  tariffs and other trade
barriers,  difficulties  in staffing and  managing  foreign  operations,  longer
payment cycles,  political instability and potentially adverse tax implications.
To the  extent we  expand  our  business  internationally,  we will also  become
subject to risks associated with international  monetary exchange  fluctuations.
Any one of these risks could  impair our  ability to expand  internationally  as
well as have a material  adverse  impact upon our overall  business  operations,
growth and financial condition.

     WE FACE INTENSE COMPETITION. The distribution channels for our products are
highly  competitive.  From  time  to  time  in  our  airline  catalog  business,
competitors,  typically  other  catalog  retailers,  have  attempted  to  secure
contracts  with  various  airlines  to offer  merchandise  to  their  customers.
American Airlines currently offers merchandise catalogs to its customers through
a competitor.  In addition,  in July 1999, TWA, a former SkyMall partner,  began
carrying a competitor's  catalog.  We also face  competition  for customers from
airport-based  retailers,  duty-free  retailers,  specialty  stores,  department
stores  and  specialty  and  general  merchandise  catalogs,  many of which have
greater financial and marketing resources than we have. In addition,  we compete
for customers with other in-flight  marketing media,  such as  airline-sponsored
in-flight  magazines and airline video programming.  In our electronic  commerce
sales, we face intense  competition  from other content  providers and retailers
who seek to offer their products and/or services at their own Web sites or those


                                       10
<PAGE>

of other third  parties.  The success of online  marketing  cannot be  currently
determined,  and further  penetration  in this market will  require  substantial
additional  financial  resources,  acquisition  of  technology,  investments  in
marketing and contractual relationships with third parties. Results will also be
affected by existing competition,  which the Company anticipates will intensify,
and by  additional  entrants  to the market who may already  have the  necessary
technology and expertise,  many of whom may have substantially greater resources
than the Company.

     DEPENDENCE ON CHANNEL RELATIONSHIPS.  Our business depends significantly on
our  relationships  with the  airlines,  affiliate  Web sites,  hotels and other
channel  partners.  Our  agreements  with our  channel  partners  are  typically
short-term allowing the partner to terminate the relationship on 60-to-180 days'
advance  notice.  There is no assurance that our channel  partners will continue
their  relationships  with  us and the  loss  of one or more of our  significant
channel partners could have a material adverse effect on our financial condition
and results of operations.

     WE MAY BE UNABLE TO MAINTAIN  HISTORICAL MARGIN LEVELS. We may be unable to
increase or maintain our gross margins at historical  levels,  particularly  for
our  electronic  commerce   initiatives.   As  competition  in  online  shopping
intensifies, our merchant participants may be unable or unwilling to participate
in our programs when more favorable economic  arrangements may be available from
other third parties.  Although many of our merchants have  participated  with us
for  several  years,  most  of  our  relationships  are  short-term  and  may be
re-negotiated  by the merchant  every 90 days.  To the extent our gross  margins
decline  from  historical  levels,  our  financial   condition  and  results  of
operations may be adversely affected.

     WE FACE CREDIT RISKS. Some participating merchants agree to pay a placement
fee to us for including their merchandise in our programs.  We record an account
receivable  from the merchant for the placement  fee. In some cases,  we collect
the placement fee either from the merchant or by withholding it from amounts due
to the merchant  for  merchandise  sold.  To the extent that the  placement  fee
receivable  exceeds the sales of the  merchant's  products  and the  merchant is
unable or unwilling to pay the difference to us, we may experience credit losses
which  could have a  material  adverse  effect on our  financial  condition  and
results of operations.

     WE ARE VULNERABLE TO INCREASES IN PAPER COSTS AND AIRLINE FUEL PRICES.  The
cost of paper  used to print  our  catalogs  and the fees  paid to  airlines  to
reimburse  them for the  increased  fuel  costs  associated  with  carrying  our
catalogs are  significant  expenses of our operations.  Historically,  paper and
airline fuel prices have fluctuated  significantly  from time to time. Prices in
the paper  market can and often do change  dramatically  over a short  period of
time. Any significant  increases in paper or airline fuel costs that we must pay
could have a material  adverse effect on our financial  condition and results of
operations.

     OUR INFORMATION AND  TELECOMMUNICATIONS  SYSTEMS MAY FAIL OR BE INADEQUATE.
We process a large volume of relatively small orders. Consequently,  our success
depends to a significant  degree on the effective  operation of our  information
and  telecommunications  systems.  These  systems  could fail for  unanticipated
reasons or they may be  inadequate  to process any  increase in our sales volume
that may occur. Any extended  failure of our information and  telecommunications
systems  could have a material  adverse  effect on our  financial  condition and
results of operations.


                                       11
<PAGE>

     WE FACE RISKS  ASSOCIATED  WITH ONLINE  SECURITY  BREACHES OR FAILURES.  In
order to successfully  make sales over the Internet,  it is necessary that we be
able to ensure the secure transmission of confidential customer information over
public  telecommunications  networks.  We employ certain  technology in order to
protect such information,  including customer credit card information.  However,
there is no assurance that such information  will not be intercepted  illegally.
Advances  in  cryptography  or other  developments  that  could  compromise  the
security  of  confidential  customer  information  could have a direct  negative
impact upon our electronic  commerce  business.  In addition,  the perception by
consumers  that  making  purchases  over the  Internet  is not  secure,  even if
unfounded,  will mean that fewer consumers are likely to make purchases  through
that medium.  Finally,  any breach in  security,  whether or not a result of our
acts or omissions, may cause us to be the subject of litigation,  which could be
very time-consuming and expensive to defend.

     OUR  BUSINESS IS  SEASONAL.  Our  business is seasonal in nature,  with the
greatest volume of sales typically  occurring  during the holiday selling season
of the  fourth  calendar  quarter.  During  1998,  approximately  41% of our net
merchandise sales were generated in the fourth quarter. Any substantial decrease
in sales for the fourth  quarter  could have a  material  adverse  effect on our
results of operations.

     WE  FACE  RISKS  OF  INCREASED  GOVERNMENTAL  REGULATION  AND  OTHER  LEGAL
UNCERTAINTIES.  Our electronic  commerce activities are not currently subject to
significant  regulation,  other than those  applicable to businesses  generally.
However,  electronic  commerce is a new market and it is likely that regulations
and laws may be  enacted  in the  future  which  would  apply to our  electronic
commerce  activities.  Any such laws or  regulations  could result in additional
costs associated with such activities,  reduce or inhibit the growth of Internet
use, thereby reducing the growth of our electronic  commerce  business,  or have
other  adverse   effects.   Additionally,   certain   states  or   international
jurisdictions  could  enact  laws that  would  require  us to  register  in such
jurisdictions, pay fees or otherwise increase our costs of doing business.

     WE FACE A RISK OF PRODUCT LIABILITY CLAIMS. Our catalogs and our electronic
commerce  sites feature  products and services from more than 300  participating
merchants.  Generally, our agreements with these participating merchants require
the merchants to indemnify us and thereby be solely  responsible  for any losses
arising from product liability claims made by customers,  including the costs of
defending any such claims,  and to carry product liability  insurance that names
SkyMall as an additional  insured.  In addition,  we maintain product  liability
insurance  in the  aggregate  amount  of  $2.0  million  and  $1.0  million  per
occurrence.  If a merchant  was unable or unwilling to indemnify us as required,
and any such losses  exceeded our insurance  coverage or were not covered by our
insurer,  our financial  condition and results of operations could be materially
adversely affected.

     WE RELY  UPON OUR  PRESIDENT  AND  OTHER  KEY  PERSONNEL.  We depend on the
continued  services of Robert M.  Worsley,  our  chairman,  president  and chief
executive officer, and on the services of certain other executive officers.  The
loss of Mr.  Worsley's  services or of the services of certain  other  executive
officers could have a material adverse effect on our business.

     THE WORSLEYS CAN CONTROL MANY IMPORTANT COMPANY DECISIONS. As of January 5,
2000, Mr. Worsley and his wife (the  "Worsleys")  beneficially  owned  4,798,530
shares, or approximately 45.6% of our outstanding common stock. As a result, the
Worsleys have the ability to significantly  influence the affairs of the Company


                                       12
<PAGE>

and  matters  requiring  a  shareholder  vote,  including  the  election  of the
Company's  directors,  the amendment of the  Company's  charter  documents,  the
merger or dissolution of the Company,  and the sale of all or substantially  all
of the Company's assets. The voting power of the Worsleys may also discourage or
prevent any proposed takeover of the Company pursuant to a tender offer.

     THE PRICE OF OUR COMMON  STOCK IS EXTREMELY  VOLATILE.  The market price of
our common  stock has been  highly  volatile.  Occurrences  that could cause the
trading  price of our  common  stock to  fluctuate  dramatically  in the  future
include:

     o    new merchant agreements
     o    the acquisition or loss of one or more airline, electronic commerce or
          other channel partners
     o    fluctuations in our operating results
     o    analyst reports, media stories,  Internet chat room discussions,  news
          broadcasts and interviews
     o    market conditions for retailers and electronic  commerce  companies in
          general
     o    changes in airline fuel, paper or our other significant expenses
     o    changes in the commissions we are able to negotiate with our merchants

     The stock market has from time to time experienced extreme price and volume
fluctuations that have particularly affected the market price for companies that
do some or all of their  business on the  Internet.  During the third quarter of
1999, net merchandise sales from the Internet  represented  approximately 21% of
our net  merchandise  sales.  Accordingly,  the price of our common stock may be
impacted by these or other trends.

     OUR OUTSTANDING SHARES MAY BE DILUTED. The market price of our common stock
may  decrease as more  shares of common  stock  become  available  for  trading.
Certain  events  over  which  you have no  control  result  in the  issuance  of
additional  shares of our  common  stock,  which  would  dilute  your  ownership
percentage  in  SkyMall.  We may issue  additional  shares  of  common  stock or
preferred stock:

     o    to raise additional capital or finance acquisitions; or
     o    upon the exercise or conversion of outstanding options and warrants

     There are currently  outstanding  (i) warrants and options to acquire up to
3,506,584  additional  shares of common  stock at prices  ranging  from $2.13 to
$24.50 per share, including the 855,715 warrants issued in the December 30, 1999
private  placement which are a part of the shares of common stock that are being
offered  pursuant  to this  prospectus,  (ii)  91,320  shares of Series A Junior
Convertible  Preferred  Stock which are  convertible  into  1,304,571  shares of
common  stock,  and (iii)  the  80,000  shares  of  Series B Junior  Convertible
Preferred  Stock issued in the December  30, 1999  private  placement  which are
convertible into 1,142,857 shares of common stock which are a part of the shares
of common stock that are being offered pursuant to this prospectus. If exercised
and/or  converted,  these  securities will dilute your  percentage  ownership of
common  stock.   These  securities,   unlike  the  common  stock,   provide  for
antidilution  protection  upon  the  occurrence  of stock  splits,  redemptions,
mergers,   reclassifications,   reorganizations   and  other  similar  corporate


                                       13
<PAGE>

transactions,  and, in some cases, major corporate announcements. If one or more
of these  events  occurs,  the  number of shares  of  common  stock  that may be
acquired upon conversion or exercise would increase.

     RISK THAT FORWARD-LOOKING STATEMENTS MAY NOT COME TRUE. This prospectus and
the  documents  incorporated  herein  by  reference,   contain   forward-looking
statements that involve risks and uncertainties. We use words such as "believe,"
"expect,"  "anticipate,"  "plan" or similar  words to  identify  forward-looking
statements.  Forward-looking statements are made based upon our belief as of the
date that such statements are made. These  forward-looking  statements are based
largely on our  current  expectations  and are  subject to a number of risks and
uncertainties,  many of which are beyond our control. You should not place undue
reliance on these forward-looking statements, which apply only as of the date of
such  documents.   Our  actual  results  could  differ   materially  from  those
anticipated in these forward-looking  statements for many reasons, including the
risks faced by us described above and elsewhere in this prospectus.

     WE FACE RISKS  ASSOCIATED  WITH THE YEAR 2000.  Many software  programs use
only two digits to identify the year in the date field. If such programs are not
corrected,  data that includes a date in the Year 2000 or later could cause many
computer  applications to fail, lock-up or generate erroneous results.  Further,
certain computer programs may not properly process certain dates. This potential
problem is generally  referred to as the "Year 2000 Issue." We have  initiated a
program to  evaluate  and address  our  exposure to the Year 2000 Issue.  If not
corrected, many computer applications could fail or create erroneous results.

     We have a program in  process to  identify  our  exposure  to the Year 2000
Issue and we have implemented  measures to mitigate any problems.  We believe we
have identified all significant  internal systems and applications  that require
attention of some form in order to address Year 2000 Issue risks.

     Our information or production  systems which consist of order entry,  order
conveyance and customer  service are primarily  based on the Microsoft  suite of
products and the  hardware is  principally  late model Compaq and Dell  servers,
which  are  designed  and  represented  to  meet  Year  2000  Issue   functional
requirements.  A testing program has been performed by an outside  contractor to
certify that such systems are Year 2000  compliant.  The  certification  program
also included the hardware and operating systems that support the applications.

     We have other  non-production  systems such as internal  security  systems,
telephone systems,  and network computer equipment,  which we have also reviewed
for Year 2000 compliance.  In addition,  we have surveyed certain third parties,
such as our vendor partners,  banks and telephone service providers,  to attempt
to determine the Year 2000 Issue capability of their critical systems upon which
our essential business operations are dependent.

     We believe we have identified all of the major information  systems used in
our  internal  operations  and have  completed  all  modifications,  upgrades or
replacements  to  minimize  the  possibility  of a  material  disruption  of our
business. The expenditures that we have incurred to date and the expenditures we
expect to incur in this regard have not been and are not expected to be material
to our business, results of operations and financial condition. However, failure
of third-party equipment, software or content to operate properly with regard to


                                       14
<PAGE>

the Year 2000 Issue could require the Company to incur unanticipated expenses to
remedy  problems,  which could have a material  adverse  effect on its business,
operating results and financial condition.

     We believe that our most  significant  worst case Year 2000 Issue scenarios
involve the inability of our vendors to process orders and conduct business such
as arranging  deliveries to customers and replenishing  inventories and that the
computer systems  necessary to maintain the viability of the Internet or the Web
sites that direct  consumers to the Company's  online  catalog and related sites
may not be Year 2000  compliant.  In  addition,  computers  used by customers to
access the  Company's  online  catalog  and  related  sites may not be Year 2000
compliant,  delaying customers' product purchases.  Furthermore,  a reduction in
airline  travel  due to  concerns  about  the Year  2000  Issue  in the  airline
industry,  even if  based  on  unfounded  fears,  could  materially  impact  the
Company's business.

     The Company has contacted  significant  suppliers and service  providers to
determine  the extent to which its  systems  may be  vulnerable  if they fail to
address and correct  their own Year 2000 Issues.  The Company  cannot  guarantee
that the systems of suppliers or other companies on which it relies will be Year
2000 compliant. Failure by suppliers or other companies to convert their systems
could disrupt the Company's systems.

     To the extent we are unable to  adequately  identify,  evaluate and address
all of the Year 2000 Issues  relating to our business,  or are unable to develop
and implement  effective  contingency  plans, we could  experience a significant
disruption of our ability to receive and process customer orders,  in which case
our  financial  condition  and  results  of  operations  would be  likely  to be
materially adversely affected.

     As of January 12, 2000, we have not experienced any significant disruptions
or computer processing errors or failures related to any Year 2000 Issues.

FORWARD-LOOKING STATEMENTS

     Certain  statements made herein,  in future filings by the Company with the
SEC and in the  Company's  written  and  oral  statements  made  by or with  the
approval  of  an  authorized  executive  officer,   constitute  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, and the Company intends that
such forward-looking  statements be subject to the safe harbors created thereby.
These statements  discuss,  among other items, the Company's growth strategy and
anticipated trends in our business. Words and phrases such as "should be," "will
be," "believes," "expects," "anticipates," "plans," "intends," "may" and similar
expressions identify forward-looking statements.  Forward-looking statements are
made based upon our belief as of the date that such  statements are made.  These
forward-looking statements are based largely on our current expectations and are
subject  to a number of risks and  uncertainties,  many of which are  beyond our
control.  Actual  results  could differ  materially  from these  forward-looking
statements as a result of the factors described herein, including, among others,
regulatory or economic  influences.  Examples of uncertainties which could cause
such differences  include,  but are not limited to, the Company's  dependence on
its relationships with its airline, merchant, and other partners, the ability of
the  Company to attract  and retain key  personnel,  especially  highly  skilled
technology personnel, the ability of the Company to secure additional capital to
finance its  business  strategy,  fluctuations  in paper prices and airline fuel


                                       15
<PAGE>

costs,  customer  credit  risks,   competition  from  other  catalog  companies,
retailers and e-commerce companies, and the Company's reliance on technology and
information  and  telecommunications  systems,  all of which are discussed  more
fully above and in the Company's  other filings with the Securities and Exchange
Commission.  The Company  undertakes no obligation to publicly  update or revise
any  forward-looking  statements whether as a result of new information,  future
events, or otherwise.


                              SELLING SHAREHOLDERS

     The shares  being  offered by the selling  shareholders  were issued in the
December 30, 1999  private  placement  pursuant to a Stock and Warrant  Purchase
Agreement.  We are  registering  the  shares  in order  to  permit  the  selling
shareholders to offer these shares for resale from time to time.

     The following table provides certain information with respect to the common
stock  beneficially  owned by each selling  shareholder  as of January 12, 2000.
None of the selling  shareholders has a material  relationship with us except as
follows:  Wand Partners Inc. has performed  financial  advisory  services to the
Company and Ryan,  Beck & Co., Inc. is also a financial  advisor to the Company,
including  Michael  Kollender  and Randy Rock who are  representatives  of Ryan,
Beck.  In  addition,  pursuant to the terms of the  December  30,  1999  private
placement,  so long as the Series B Convertible  Preferred Stock is outstanding,
the holders of such  preferred  stock  shall have the  exclusive  right,  voting
separately  as a class,  to elect one  director to the Board of Directors of the
Company.  Upon conversion of the Series B Junior  Convertible  Preferred  Stock,
Wand  Partners  will  have the  right  to elect  one  director  to the  Board of
Directors of the Company, during such time as such investors continue to own 50%
or more of the shares of common stock issuable to such investors upon conversion
of the Series B Junior  Convertible  Preferred  Stock  purchased in such private
placement. We believe that the selling shareholders named in the following table
have sole voting and investment  power with respect to the respective  shares of
common stock set forth opposite their names.  The shares of common stock offered
by this prospectus may be offered from time to time by the selling  shareholders
named below or their nominees.

<TABLE>
<CAPTION>
                                        Shares Beneficially                       Shares Beneficially
                                            Owned Prior           Number of           Owned After
                                          to the Offering          Shares             the Offering
                                     -------------------------     Offered      ------------------------
                                                                  ---------
Name                                  Number        Percent(1)                   Number       Percent(2)
- ----                                 --------       ----------                  ---------     ----------
<S>                                  <C>            <C>           <C>           <C>           <C>

Wand Equity Portfolio II L.P.(3)     1,620,515(4)     15.4%       1,620,515            0          0%
630 Fifth Avenue, Suite 2435
New York, New York 10111

Wand Affiliates Fund L.P.(3)            93,771(5)       *            93,771            0          0%
630 Fifth Avenue, Suite 2435
New York, New York 10111

Wand Partners, Inc.(3)               1,964,286(6)     18.7%       1,964,286(6)         0          0%
630 Fifth Avenue, Suite 2435
New York, New York 10111

Ryan, Beck & Co., Inc.                 102,790(7)       *            15,428       87,362          *
200 Park Avenue
New York, New York 10166

</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                        Shares Beneficially                       Shares Beneficially
                                            Owned Prior           Number of           Owned After
                                          to the Offering          Shares             the Offering
                                     -------------------------     Offered      ------------------------
                                                                  ---------
Name                                  Number        Percent(1)                   Number       Percent(2)
- ----                                 --------       ----------                  ---------     ----------
<S>                                  <C>            <C>           <C>           <C>           <C>

Michael J. Kollender                    62,816(8)       *             9,429       53,387          *
c/o Ryan, Beck & Co., Inc.
200 Park Avenue
New York, New York 10166

Randy Rock                              62,816(9)       *             9,429       53,387          *
c/o Ryan, Beck & Co., Inc.
200 Park Avenue
New York, New York 10166
_______________
</TABLE>

*    Less than 1%.
(1)  Percentages are based upon 10,533,997  shares of the Company's common stock
     outstanding as of January 12, 2000.
(2)  Percentages are based upon 12,532,569  shares of the Company's common stock
     being  outstanding if all of the shares of common stock offered pursuant to
     this prospectus are sold by the selling shareholders.
(3)  These selling shareholders are co-managed under a management agreement with
     Wand Partners Inc.
(4)  Includes (i) 1,080,343  shares of common stock issuable upon  conversion of
     the  preferred  stock and  540,172  shares of common  stock  issuable  upon
     exercise  of the  warrants  issued to Wand Equity  Portfolio  II L.P. as an
     investor in the Company's December 30, 1999 private placement.
(5)  Includes (i) 62,514 shares of common stock issuable upon  conversion of the
     preferred stock and 31,257 shares of common stock issuable upon exercise of
     the  warrants  issued to Wand  Affiliates  Fund L.P.  as an investor in the
     Company's December 30, 1999 private placement.
(6)  Includes  250,000  shares of common  stock  issuable  upon  exercise of the
     advisory fee warrants  issued to Wand Partners Inc. in connection  with the
     private placement.  In addition, Wand Partners Inc. may be deemed to be the
     beneficial  holder of the shares held by Wand Equity  Portfolio II L.P. and
     Wand Affiliates Fund L.P.
(7)  Ryan,  Beck & Co., Inc. acted as a placement  agent in connection  with the
     November 1999,  December 20, 1999 and December 30, 1999 private  placements
     of the Company and as an investment  advisor to the Company.  The number of
     shares  beneficially  owned by Ryan,  Beck  includes  (i) 11,250  shares of
     common stock  issuable upon  exercise of warrants to purchase  common stock
     granted to Ryan,  Beck in connection with the Company's  financing  efforts
     relating to private placements, (ii) 31,112 shares of common stock issuable
     upon  exercise of warrants  granted to Ryan,  Beck as a placement  agent in
     connection  with  November 1999 private  placement,  (iii) 45,000 shares of
     common stock issuable upon exercise of warrants  granted to Ryan, Beck as a
     placement agent in connection with December 20, 1999 private placement, and
     (iv)  15,428  shares of common  stock  issuable  upon  exercise of warrants
     granted to Ryan,  Beck as a placement agent in connection with December 30,
     1999 private placement.
(8)  As an associate of Ryan, Beck & Co., Inc., Mr. Kollender  received warrants
     to purchase  shares of common stock in connection  with the November  1999,
     December 20, 1999 and December 30, 1999 private  placements  of the Company
     and in connection  with Ryan,  Beck's services to the Company in connection
     with the Company's  financing  efforts.  The number of shares  beneficially
     owned by Mr.  Kollender  includes (i) 6,875 shares of common stock issuable
     upon exercise of warrants granted to Mr. Kollender relating to Ryan, Beck's
     services in connection  with the Company's  financing  efforts  relating to
     private  placements,  (ii)  19,012  shares of common  stock  issuable  upon
     exercise of warrants  granted to Mr.  Kollender  in  connection  with Ryan,
     Beck's  services  as  a  placement  agent  in  the  November  1999  private
     placement,  (iii) 27,500 shares of common stock  issuable to Mr.  Kollender
     upon exercise of warrants granted to Mr. Kollender in connection with Ryan,
     Beck's  services  as a placement  agent in the  December  20, 1999  private
     placement, and (iii) 9,429 shares of common stock issuable to Mr. Kollender
     upon exercise of warrants granted to Mr. Kollender in connection with Ryan,
     Beck's  services  as a placement  agent in the  December  30, 1999  private
     placement.
(9)  As an associate of Ryan,  Beck & Co., Inc.,  Mr. Rock received  warrants to
     purchase  shares of common  stock in  connection  with the  November  1999,
     December 20, 1999 and December 30, 1999 private  placements  of the Company
     and in connection  with Ryan,  Beck's services to the Company in connection
     with the Company's  financing  efforts.  The number of shares  beneficially
     owned by Mr. Rock  includes (i) 6,875 shares of common stock  issuable upon
     exercise of warrants granted to Mr. Rock relating to Ryan,  Beck's services
     in connection  with the  Company's  financing  efforts  relating to private
     placements,  (ii) 19,012  shares of common stock  issuable upon exercise of
     warrants granted to Mr. Rock in connection with Ryan,  Beck's services as a
     placement agent in the November 1999 private placement, (iii) 27,500 shares
     of common stock  issuable to Mr. Rock upon exercise of warrants  granted to
     Mr. Rock in connection  with Ryan,  Beck's services as a placement agent in
     the December 20, 1999 private  placement,  and (iii) 9,429 shares of common
     stock issuable to Mr. Rock upon exercise of warrants granted to Mr. Rock in
     connection with Ryan,  Beck's services as a placement agent in the December
     30, 1999 private placement.


                                       17
<PAGE>

                                 USE OF PROCEEDS

     We will not receive any  proceeds  from the sale of the common stock by the
selling shareholders.  However, we will receive up to $6,811,434 upon payment of
the exercise  price for the common stock  underlying  the warrants if all of the
warrants are exercised.  We will use all of these  proceeds for working  capital
for our operations.


                         DETERMINATION OF OFFERING PRICE

     Because this  prospectus  relates only to the resale of  previously  issued
shares of common  stock,  we did not  determine an offering  price.  The selling
shareholders will individually determine the offering price of the common stock.
The selling shareholders may use this prospectus from time to time to sell their
common stock. The price at which the common stock is sold may be based on market
prices  prevailing  at the time of sale, at prices  relating to such  prevailing
market prices, or at negotiated prices.


                              PLAN OF DISTRIBUTION

     In connection with our issuance to the selling shareholders of our Series B
Junior  Convertible  Preferred  Stock and warrants,  we provided to them certain
registration rights and have subsequently filed a registration statement on Form
S-3 with the SEC. That  registration  statement  covers the resale of the common
stock from time to time on the Nasdaq National Market or other national security
exchange  or  automated  quotation  system  upon which our common  stock is then
traded or in privately negotiated transactions.  This prospectus forms a part of
that  registration  statement.  We have  also  agreed  to  prepare  and file any
amendments and supplements to the registration  statement as may be necessary to
keep it effective  until this  prospectus is no longer  required for the selling
shareholders  to sell their shares of common stock and to indemnify and hold the
selling  shareholders  harmless against certain liabilities under the Securities
Act that could arise in connection with the selling  shareholders' sale of their
shares.  We have agreed to pay all reasonable fees and expenses  incident to the
filing of the registration statement.

     The selling  shareholder  may sell the shares of common stock  described in
this prospectus directly or through underwriters,  broker-dealers or agents. The
selling  shareholders  may also  transfer,  devise or gift their shares by other
means  not  described  in  this  prospectus.  As  a  result,  pledgees,  donees,
transferees or other  successors in interest that receive such shares as a gift,
partnership  distribution or other non-sale related transfer may offer shares of
common stock. In addition,  if any shares covered by this prospectus qualify for
sale pursuant to Rule 144 under the Securities Act, the selling shareholders may
sell such shares under Rule 144 rather than pursuant to this prospectus.

     The selling  shareholders may sell shares of common stock from time to time
in one or more transactions:

     o    at fixed prices that may be changed,
     o    at market prices prevailing at the time of sale, or


                                       18
<PAGE>

     o    at prices  related to such  prevailing  market prices or at negotiated
          prices.

     The selling  shareholders  may offer their shares of common stock in one or
more of the following transactions:

     o    on any national  securities exchange or quotation service on which the
          common  stock may be  listed or quoted at the time of sale,  including
          the Nasdaq National Market,
     o    in the over-the-counter market,
     o    in privately negotiated transactions,
     o    through options,
     o    by pledge to secure debts and other obligations,
     o    by a combination of the above methods of sale, or
     o    to cover short sales made pursuant to this prospectus.

     In effecting sales,  brokers or dealers engaged by the selling shareholders
may arrange for other  brokers or dealers to  participate  in the  resales.  The
selling  shareholders may enter into hedging  transactions with  broker-dealers,
and in connection with those  transactions,  broker-dealers  may engage in short
sales of the shares.  The selling  shareholders  also may sell shares  short and
deliver the shares to close out such short positions.  The selling  shareholders
also may  enter  into  option or other  transactions  with  broker-dealers  that
require the delivery to the broker-dealer of the shares, which the broker-dealer
may resell pursuant to this prospectus. The selling shareholders also may pledge
the shares to a broker or dealer,  and upon a default,  the broker or dealer may
effect sales of the pledged shares pursuant to this prospectus.

     In order to comply with the securities laws of certain states,  the selling
shareholders  must offer or sell the shares only through  registered or licensed
brokers or dealers. In addition, in certain states, the selling shareholders can
not offer or sell the shares unless the shares have been registered or qualified
for sale in the  applicable  state or an  exemption  from  the  registration  or
qualification requirement is available and is complied with.

     The  SEC  may  deem  the  selling   shareholders   and  any   underwriters,
broker-dealers  or agents that  participate in the distribution of the shares of
common stock to be "underwriters"  within the meaning of the Securities Act. The
Commission  may deem any profits on the resale of the shares of common stock and
any  compensation  received  by any  underwriter,  broker-dealer  or agent to be
underwriting discounts and commission under the Securities Act.

     Under the  Exchange  Act,  any person  engaged in the  distribution  of the
shares of common stock may not simultaneously engage in market-making activities
with  respect to the common stock for five  business  days prior to the start of
the  distribution.  In addition,  each selling  shareholder and any other person
participating  in a distribution  will be subject to the Exchange Act, which may
limit  the  timing  of  purchases  and  sales of  common  stock  by the  selling
shareholder or any such other person.


                                       19
<PAGE>

                            DESCRIPTION OF SECURITIES

COMMON STOCK

     For a description of our common stock,  see our  Registration  Statement on
Form 8-A filed with the SEC on October 31, 1996 and  incorporated  by  reference
into this prospectus.

RIGHTS

     In September 1999, we adopted a Shareholder  Rights Plan for the protection
of our shareholders. For a description of the Rights relating to our Shareholder
Rights  Plan,  see our Form 8-K filed  with the SEC on  September  23,  1999 and
incorporated by reference into this prospectus.

SERIES A JUNIOR CONVERTIBLE PREFERRED STOCK

     Pursuant to a Stock and Warrant Purchase Agreement dated as of December 20,
1999, we issued shares of Series A Junior Convertible Preferred Stock, $.001 par
value, to the investors in the December 20, 1999 private placement.

     The  Series  A  Junior   Convertible   Preferred  Stock  is   automatically
convertible   into  shares  of  our  common  stock  upon  the  approval  of  our
shareholders  of the  issuance  of  common  stock  upon the  conversion  of such
preferred stock.  Each share of Series A Junior  Convertible  Preferred Stock is
convertible  into an amount of our common stock equal to a conversion  ratio of:
(1) a liquidation  preference  of $100 plus any penalties  divided by (2) $7.00.
The  conversion  ratio is subject to  adjustment  if we pay a dividend or make a
distribution  to the holders of our common  stock,  we  subdivide or combine our
common stock, we reclassify our common stock or we issue or distribute rights or
warrants.

     If we do not receive shareholder approval of the conversion of the Series A
Junior Convertible  Preferred Stock within 180 days from the date we issued such
preferred  stock,  we must  redeem  all the  outstanding  shares of the Series A
Junior Convertible Preferred Stock at an amount equal to 110% of the liquidation
preference plus any penalties.  We have sent out certain proxies for shareholder
approval and at this time a shareholder meeting is not yet scheduled.  We expect
to obtain shareholder approval on or before June 16, 2000.

     The Series A Junior Convertible  Preferred Stock is not entitled to receive
any dividends or any other type of  distribution.  The holders of such preferred
stock will not have any voting rights other than those they are required to have
by law.  The Series A Junior  Convertible  Preferred  Stock ranks  senior to our
common  stock  for  purposes  of  distributing  our  assets in the event we must
liquidate, dissolve or wind up our business.

     We must have the  approval of at least a majority  of the then  outstanding
Series A Junior Convertible Preferred Stock to:

     o    alter,  amend  or  repeal  any of the  rights  or  privileges  of such
          preferred stock or any other capital stock that would adversely affect
          such preferred stock;


                                       20
<PAGE>

     o    create any series or class of capital stock that is equal or senior in
          rights to such preferred stock;
     o    increase the authorized number of shares of such preferred stock; and
     o    increase the par value of our common stock.

SERIES B JUNIOR  CONVERTIBLE  PREFERRED  STOCK  ISSUED TO  SELLING  SHAREHOLDERS
PURSUANT TO THE DECEMBER 30, 1999 PRIVATE PLACEMENT

     Pursuant to a Stock and Warrant Purchase Agreement dated as of December 30,
1999, we issued shares of Series B Junior Convertible Preferred Stock, $.001 par
value, to the investors in the December 30, 1999 private placement.

     The  Series  B  Junior   Convertible   Preferred  Stock  is   automatically
convertible   into  shares  of  our  common  stock  upon  the  approval  of  our
shareholders  of the  issuance  of  common  stock  upon the  conversion  of such
preferred stock.  Each share of Series B Junior  Convertible  Preferred Stock is
convertible  into an amount of our common stock equal to a conversion  ratio of:
(1) a liquidation  preference  of $100 plus any penalties  divided by (2) $7.00.
The  conversion  ratio is subject to  adjustment  if we pay a dividend or make a
distribution  to the holders of our common  stock,  we  subdivide or combine our
common stock, we reclassify our common stock or we issue or distribute rights or
warrants.

     If we do not receive shareholder approval of the conversion of the Series B
Junior  Convertible  Preferred Stock within 180 days from the date we issued the
Series B Junior Convertible  Preferred Stock, we must redeem all the outstanding
shares of such  preferred  stock at an amount  equal to 110% of the  liquidation
preference plus any penalties.  We have sent out certain proxies for shareholder
approval and at this time a shareholder meeting is not yet scheduled.  We expect
to obtain shareholder approval on or before June 16, 2000.

     The Series B Junior Convertible  Preferred Stock is not entitled to receive
any dividends or any other type of distribution.  Other than as described below,
the holders of such  preferred  stock will not have any voting rights other than
those they are  required  to have by law.  So long as the  Series B  Convertible
Preferred Stock is  outstanding,  the holders of such preferred stock shall have
the exclusive right,  voting separately as a class, to elect one director to the
Board of  Directors of the Company.  The Series B Junior  Convertible  Preferred
Stock will rank  senior to our common  stock for  purposes of  distributing  our
assets in the event we must liquidate, dissolve or wind up our business.

     We must have the  approval of at least a majority  of the then  outstanding
Series B Junior Convertible Preferred Stock to:

     o    alter, amend or repeal any of the rights, preferences or privileges of
          such preferred  stock or any other capital stock that would  adversely
          affect such preferred stock;
     o    create any series or class of capital stock that is equal or senior in
          rights to such preferred stock;
     o    increase the authorized number of shares of such preferred stock;
     o    increase the par value of our common stock;
     o    create a new class or series of preferred stock entitled to payment of
          dividends;


                                       21
<PAGE>

     o    authorize or approve any  liquidation,  dissolution,  or winding up of
          the Company or any filing of a voluntary petition in bankruptcy;
     o    authorize or approve any transaction, including, without limitation, a
          merger,  consolidation,  sale  of  all  or  substantially  all  of the
          Company's assets or recapitalization;
     o    pay any  dividends or  distributions  on any capital  stock other than
          capital stock senior in rights to such preferred stock; or
     o    redeem or repurchase  (or make funds  available for a sinking fund for
          the redemption or repurchase of) any capital stock.

WARRANTS  ISSUED TO  SELLING  SHAREHOLDERS  PURSUANT  TO THE  STOCK AND  WARRANT
PURCHASE AGREEMENT

     Pursuant  to the Stock  and  Warrant  Purchase  Agreement,  we  issued  the
warrants to the  investors in the private  placement.  The warrants  expire five
years after issuance.

     EXERCISE OF  WARRANTS.  The  warrants  may be  exercised  at any time after
issuance.

     EXERCISE  PRICE.  The exercise  price of each warrant is $8.00 per share of
common stock  represented by the warrant.  The exercise price of the warrants is
subject  to  customary  anti-dilution   adjustments  upon  such  events  as  the
subdivision or combination of the common stock,  the  distribution of our assets
to holders of common stock, and other similar events.

     CASHLESS  EXERCISE OPTION. If the common stock to be issued in exchange for
the warrants is not  registered for resale in accordance  with the  Registration
Rights  Agreement  entered  into between the Company and the  investors,  or the
Company  provides  notice of its  election to redeem the  warrants,  the warrant
holders are entitled to a "cashless  exercise" option.  This option entitles the
warrant  holders to elect to receive fewer shares of common stock without paying
the cash exercise  price.  The number of shares to be issued would be determined
by a formula based on the total number of shares to which the warrant  holder is
entitled,  the last reported  sale price of the common stock and the  applicable
exercise price of the warrants.

     FAILURE TO DELIVER THE COMMON STOCK UNDERLYING THE WARRANTS.  If we fail to
deliver the common stock  underlying the warrants upon exercise of such warrants
within  two  business  days of receipt  of the  notice of  exercise,  we will be
required to pay to the exercising  holder of the warrant an amount equal to 0.5%
of the  product  of:

     o    the number of shares of common stock not issued to the holder, and

     o    the  average  last  closing  price of the  common  stock  for the five
          consecutive  trading days immediately  preceding the last possible day
          we could have issued the common stock.

     REDEMPTION AT OUR  ELECTION.  We may redeem the warrants upon 30 days prior
written  notice  to the  holder,  in our sole  discretion,  at $.01 per share of
common stock underlying the warrants provided the following conditions have been
met:

     o    this Registration Statement is effective;


                                       22
<PAGE>

     o    the closing bid price of our common  stock is greater  than $12.00 (as
          equitably   adjusted   to  reflect  any   merger,   consolidation   or
          reorganization of the Company or any stock split, subdivision, reverse
          stock  split  or  combination  effected  by the  Company)  for  twenty
          consecutive trading days immediately preceding our election to redeem;
          and

     o    our common  stock is listed on Nasdaq  National  Market,  the American
          Stock Exchange or the New York Stock Exchange.

     COVENANTS.  We  made  certain  customary  covenants  with  respect  to  the
warrants, including, among others:

     o    the  warrants,  and any common stock to be issued upon exercise of the
          warrants, are and will be duly authorized and validly issued;

     o    we will have 100% of the underlying  shares of common stock authorized
          and reserved for issuance during the term of the warrants;

     o    we must  reserve at least 100% of the number of shares of common stock
          issuable upon exercise of the warrants;

     o    the common  stock  issuable  upon  exercise of the  warrants  shall be
          listed on each  national  securities  exchange or automated  quotation
          system upon which our common stock is then listed; and

     o    we will  act in good  faith  in  carrying  out the  provisions  of the
          warrants.

     If we grant any dividend rights to holders of common stock,  the holders of
the warrants are entitled to acquire the  aggregate  amount of rights which such
holder could have acquired if such holder had completely exercised their warrant
immediately prior to the record date for the granting of such rights.

     In addition, upon any conveyance or exchange of all or substantially all of
our  assets  to  another   corporation   or  entity,   or  a   recapitalization,
reorganization, reclassification,  consolidation, or merger in which the holders
of our common stock are  entitled to receive  stock,  securities  or assets with
respect to or in exchange for our common stock in which we are not the surviving
entity,  we will obtain from the acquiring person or entity a written  agreement
to deliver to each holder of the  warrants,  in  exchange  for the  warrants,  a
security  from  the  acquiring   entity   evidenced  by  a  written   instrument
substantially similar in form and substance to the warrant.

     AMENDMENT. The provisions of the warrants may be amended only after we have
obtained the written consent of warrant holders representing 66.7% of the shares
of common  stock  issuable  upon  exercise  of the  warrants  then  outstanding.
However,  we may not increase the exercise  price of the warrants,  decrease the
term of the  warrants  or  decrease  the amount of common  stock  issuable  upon
exercise of any warrant or otherwise  materially  adversely effect the rights of
the holder without the written consent of the holder of such warrant.


                                       23
<PAGE>

ADVISORY WARRANTS ISSUED IN CONNECTION WITH THE PRIVATE PLACEMENT

     Pursuant to the Stock and Warrant Purchase Agreement, we issued warrants to
Wand  Partners  Inc.  in  payment  of an  advisory  fee in  connection  with the
transactions contemplated pursuant to the private placement. The warrants expire
five years after issuance.

     EXERCISE OF  WARRANTS.  The  warrants  may be  exercised  at any time after
issuance.

     EXERCISE  PRICE.  The exercise  price of each warrant is $8.00 per share of
common stock  represented by the warrant.  The exercise price of the warrants is
subject  to  customary  anti-dilution   adjustments  upon  such  events  as  the
subdivision or combination of the common stock,  the  distribution of our assets
to holders of common stock, and other similar events.

     CASHLESS  EXERCISE  OPTION.  Wand  Partners Inc. is entitled to a "cashless
exercise"  option.  This option  entitles the warrant holder to elect to receive
fewer shares of common stock without paying the cash exercise price.  The number
of shares  to be  issued  would be  determined  by a formula  based on the total
number of shares to which the warrant holder is entitled, the last reported sale
price of the common stock and the applicable exercise price of the warrants.

     FAILURE TO DELIVER THE COMMON STOCK UNDERLYING THE WARRANTS.  If we fail to
deliver the common stock  underlying the warrants upon exercise of such warrants
within  two  business  days of receipt  of the  notice of  exercise,  we will be
required to pay to the exercising  holder of the warrant an amount equal to 0.5%
of the  product  of:

     o    the number of shares of common stock not issued to the holder, and

     o    the  average  last  closing  price of the  common  stock  for the five
          consecutive  trading days immediately  preceding the last possible day
          we could have issued the common stock.

     REDEMPTION AT OUR  ELECTION.  We may redeem the warrants upon 30 days prior
written  notice  to the  holder,  in our sole  discretion,  at $.01 per share of
common stock underlying the warrants provided the following conditions have been
met:

     o    this Registration Statement is effective;

     o    the closing bid price of our common  stock is greater  than $12.00 (as
          equitably   adjusted   to  reflect  any   merger,   consolidation   or
          reorganization of the Company or any stock split, subdivision, reverse
          stock  split  or  combination  effected  by the  Company)  for  twenty
          consecutive trading days immediately preceding our election to redeem;
          and

     o    our common  stock is listed on Nasdaq  National  Market,  the American
          Stock Exchange or the New York Stock Exchange.

     COVENANTS.  We  made  certain  customary  covenants  with  respect  to  the
warrants, including, among others:


                                       24
<PAGE>

     o    the  warrants,  and any common stock to be issued upon exercise of the
          warrants, are and will be duly authorized and validly issued;

     o    we will have 100% of the underlying  shares of common stock authorized
          and reserved for issuance during the term of the warrants;

     o    we must  reserve at least 100% of the number of shares of common stock
          issuable upon exercise of the warrants;

     o    the common  stock  issuable  upon  exercise of the  warrants  shall be
          listed on each  national  securities  exchange or automated  quotation
          system upon which our common stock is then listed; and

     o    we will  act in good  faith  in  carrying  out the  provisions  of the
          warrants.

     If we grant any dividend rights to holders of common stock,  the holders of
the warrants are entitled to acquire the  aggregate  amount of rights which such
holder could have acquired if such holder had completely exercised their warrant
immediately prior to the record date for the granting of such rights.

     In addition, upon any conveyance or exchange of all or substantially all of
our  assets  to  another   corporation   or  entity,   or  a   recapitalization,
reorganization, reclassification,  consolidation, or merger in which the holders
of our common stock are  entitled to receive  stock,  securities  or assets with
respect to or in exchange for our common stock in which we are not the surviving
entity,  we will obtain from the acquiring person or entity a written  agreement
to deliver to each holder of the  warrants,  in  exchange  for the  warrants,  a
security  from  the  acquiring   entity   evidenced  by  a  written   instrument
substantially similar in form and substance to the warrant.

     AMENDMENT. The provisions of the warrants may be amended only after we have
obtained the written consent of warrant holders representing 66.7% of the shares
of common  stock  issuable  upon  exercise  of the  warrants  then  outstanding.
However,  we may not increase the exercise  price of the warrants,  decrease the
term of the  warrants  or  decrease  the amount of common  stock  issuable  upon
exercise of any warrant or otherwise  materially  adversely effect the rights of
the holder without the written consent of the holder of such warrant.

WARRANTS ISSUED TO THE PLACEMENT AGENTS IN CONNECTION WITH THE PRIVATE PLACEMENT

     In  connection  with  services  performed  as placement  agents,  we issued
warrants to the placement agents in connection with the private  placement.  The
warrants expire five years after issuance.

     EXERCISE OF  WARRANTS.  The  warrants  may be  exercised  at any time after
issuance.

     EXERCISE  PRICE.  The exercise prices of the warrants is $7.00 per share of
common stock represented by the warrants.  The exercise price of the warrants is
subject  to  customary  anti-dilution   adjustments  upon  such  events  as  the
subdivision or combination of the common stock,  the  distribution of our assets
to holders of common stock, and other similar events.

     CASHLESS EXERCISE OPTION.  The placement agents are entitled to a "cashless
exercise" option.  This option entitles the placement agents to elect to receive


                                       25
<PAGE>

fewer shares of common stock without paying the cash exercise price.  The number
of shares  to be  issued  would be  determined  by a formula  based on the total
number of shares to which the warrant holder is entitled, the last reported sale
price of the common stock and the applicable exercise price of the warrants.

     COVENANTS.  We  made  certain  customary  covenants  with  respect  to  the
warrants, including, among others:

     o    the  warrants,  and any common stock to be issued upon exercise of the
          warrants, are and will be duly authorized and validly issued;

     o    we will have 100% of the underlying  shares of common stock authorized
          and reserved for issuance during the term of the warrants;

     o    we must  reserve at least 100% of the number of shares of common stock
          issuable upon exercise of the warrants;

     o    the common  stock  issuable  upon  exercise of the  warrants  shall be
          listed on each  national  securities  exchange or automated  quotation
          system upon which our common stock is then listed; and

     o    we will  act in good  faith  in  carrying  out the  provisions  of the
          warrants.

     In addition, upon any conveyance or exchange of all or substantially all of
our  assets  to  another   corporation   or  entity,   or  a   recapitalization,
reorganization, reclassification,  consolidation, or merger in which the holders
of our common stock are  entitled to receive  stock,  securities  or assets with
respect to or in exchange for our common stock in which we are not the surviving
entity,  we will obtain from the acquiring person or entity a written  agreement
to deliver to each holder of the  warrants,  in  exchange  for the  warrants,  a
security  from  the  acquiring   entity   evidenced  by  a  written   instrument
substantially similar in form and substance to the warrants.

     AMENDMENT. We may not increase the exercise price of the warrants, decrease
the term of the warrants or decrease the amount of common  stock  issuable  upon
exercise  of any  warrant  or  otherwise  substantially  alter the rights of the
holder without the written consent of the holder of such warrant.

                                  LEGAL MATTERS

     Certain  legal  matters  have been  passed  upon for the Company by Squire,
Sanders & Dempsey L.L.P., Phoenix, Arizona.

                                     EXPERTS

     The audited  financial  statements of the Company as of and for each of the
three years in the period ended December 31, 1998,  incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
report  with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.


                                       26
<PAGE>
<TABLE>
<S>                                             <C>
=============================================   ============================================

No  dealer,  salesman  or  other  person  has
been   authorized  to  give  any  information
or  to  make  any  representations other than
those    contained    or    incorporated   by
reference  in this  prospectus  in connection
with  the  offering  described  herein,  and,
if  given   or  made,   such  information  or
representation   must  not be  relied upon as
having  been  authorized  by  the  Company or
by  any selling shareholder.  This prospectus
does  not  constitute  an offer to sell, or a
solicitation   of   an   offer   to  buy, any
securities    other   than   the   registered
securities  to  which it relates, or an offer
to  sell,  or a  solicitation  of an offer to
buy,  in any  jurisdiction  in  which  it  is
unlawful to make such offer or  solicitation.                  SKYMALL, INC.
Neither the delivery of this  prospectus  nor
any sale made  hereunder  shall,  under   any
circumstances,  create  an  implication  that
there has been no  change in the  affairs  of
the Company since  the date  hereof  or  that                 1,998,572 SHARES
the information  contained herein is  correct                  COMMON STOCK
as of any time subsequent to the date hereof.


           ---------------------
                                                                PROSPECTUS

             TABLE OF CONTENTS
                                         Page
                                         ----

Where You Can Find More Information......  2
Incorporation of Certain Documents
 By Reference............................  2
Prospectus Summary.......................  4
The Company..............................  4
Our Operations...........................  4                  __________, 2000
The Offering.............................  8
Risk Factors.............................  9
Selling Shareholders..................... 16
Use of Proceeds.......................... 18
Determination of Offering Price.......... 18
Plan of Distribution..................... 18
Description of Securities................ 20
Legal Matters............................ 26
Experts.................................. 26

=============================================   ============================================
</TABLE>

<PAGE>
                               PART II TO FORM S-3

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The  following  table sets forth the  estimated  costs and  expenses of the
Company in connection with the offering other than commissions and discounts, if
any.

     SEC Registration Fee.............................$   4,106
     Legal Fees and Expenses..........................   10,000
     Accounting Fees and Expenses.....................    5,000
     Printing and Engraving Expenses..................    1,000
     Blue Sky Fees and Expenses.......................    1,000
     Miscellaneous....................................    3,894
                                                      ---------

      Total...........................................$  25,000


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Articles 11 and 12 of the Company's  Articles of  Incorporation  provide as
follows:

     1. To the fullest extent  permitted by the laws of the State of Nevada,  as
the same exist or may  hereinafter  be  amended,  no  director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for  monetary  damages  for breach of  fiduciary  duty as a director or officer,
provided,  however,  that nothing  contained herein shall eliminate or limit the
liability of a director or officer of the  Corporation to the extent provided by
applicable laws (i) for acts or omissions which involve intentional  misconduct,
fraud  or  knowing  violation  of law or (ii) for  authorizing  the  payment  of
dividends in violation of Nevada Revised Statutes Section 78.300. The limitation
of  liability  provided  herein shall  continue  after a director or officer has
ceased to occupy such  position as to acts or  omissions  occurring  during such
director's  or  officer's  term or terms of  office.  No  repeal,  amendment  or
modification  of this Article,  whether direct or indirect,  shall  eliminate or
reduce its effect  with  respect to any act or omission of a director or officer
of the Corporation occurring prior to such repeal, amendment or modification.

     2. The Corporation shall indemnify, defend and hold harmless any person who
incurs expenses,  claims,  damages or liability by reason of the fact that he or
she is, or was, an officer, director,  employee or agent of the Corporation,  to
the fullest extent allowed pursuant to Nevada law.


                                      II-1
<PAGE>

Item 16.   Exhibits

Exhibit
Number     Description                                          Method of Filing
- ------     -----------                                          ----------------

  4.1      Certificate of Designations, Rights, Preferences
           and Limitations of the Series B Junior Convertible
           Preferred Stock                                             (1)
  4.2      Form of Series B Junior Convertible Preferred Stock
           Stock Certificate                                           (1)
  4.3      Form of Warrant issued to investors in the private
           placement                                                   (1)
  4.4      Form of Advisory Fee Warrant issued to Wand Partners
           Inc. pursuant to the private placement                      (1)
  4.5      Form of Warrant issued to Ryan, Beck & Co., Inc.,
           Michael J. Kollender and Randy Rock as placement
           agents in the private placement                             (1)
  5        Opinion re: legality of the securities being
           registered                                                  (1)
10.1       Stock and Warrant Purchase Agreement between the
           Company and the investors in the private placement          (1)
10.2       Registration Rights Agreement between the
           Company and the investors in the private placement          (1)
23.1       Consent of Independent Public Accountants                   (1)
23.2       Consent of Counsel                                    See Exhibit 5
24         Powers of Attorney                                 See Signature Page

- ---------------

(1)  Filed herewith.

ITEM 17. UNDERTAKINGS

     1.   The  undersigned  Registrant  hereby  undertakes  to file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration statement:

          (a)  To include any  prospectus  required  by Section  10(a)(3) of the
Securities Act of 1933.

          (b)  To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;  provided,  however,  that  paragraphs (a) and (b) shall not apply if
such  information  is  contained  in periodic  reports  filed by the  Registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that is incorporated by reference into this Registration Statement.


                                      II-2
<PAGE>

          (c)  To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

     2.   The undersigned  Registrant hereby undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3.   The   undersigned   Registrant   hereby   undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

     4.   The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange Act of 1934) that is  incorporated  by reference  into this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     5.   The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     6.   Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the   Registrant  has  been  advised  that  in  the  opinion  of  the  SEC  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Phoenix, State of Arizona, on January 12, 2000.

                                              SKYMALL, INC.,
                                              a Nevada Corporation


                                              By: /s/ Robert M. Worsley
                                                  ------------------------------
                                                  Robert M. Worsley, President


                            SPECIAL POWER OF ATTORNEY

     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned,  constitute  and
appoint ROBERT M. WORSLEY,  STEPHEN R. PETERSON and CHRISTINE A.  AGUILERA,  and
each of them, his true and lawful  attorney-in-fact and agent with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities to sign any and all pre- and  post-effective  amendments
(including any amendments  pursuant to Rule 462(b) to this Form S-3 Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully and to all intents and  purposes as he or she
might or could do in  person,  hereby  ratifying  and  confirming  all that such
attorney-in-fact  and agents,  or each of them,  may  lawfully do or cause to be
done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

     Signature                      Title                            Date
     ---------                      -----                            ----


/s/ Robert M. Worsley       Chairman of the Board,             January 12, 2000
- ------------------------    President and Chief Executive
Robert M. Worsley           Officer (Principal Executive
                            Officer)

/s/ Stephen R. Peterson     Chief Financial Officer            January 12, 2000
- ------------------------    (Principal Financial and
Stephen R. Peterson         Accounting Officer)


                                      S-1
<PAGE>

     Signature                      Title                            Date
     ---------                      -----                            ----


/s/ Lyle R. Knight           Director                          January 12, 2000
- ------------------------
Lyle R. Knight


/s/ Thomas J. Litle          Director                          January 12, 2000
- ------------------------
Thomas J. Litle


/s/ Randy Petersen           Director                          January 12, 2000
- ------------------------
Randy Petersen


                                      S-2

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number     Description                                          Method of Filing
- ------     -----------                                          ----------------

  4.1      Certificate of Designations, Rights, Preferences
           and Limitations of the Series B Junior Convertible
           Preferred Stock                                             (1)
  4.2      Form of Series B Junior Convertible Preferred Stock
           Stock Certificate                                           (1)
  4.3      Form of Warrant issued to investors in the private
           placement                                                   (1)
  4.4      Form of Advisory Fee Warrant issued to Wand Partners
           Inc. pursuant to the private placement                      (1)
  4.5      Form of Warrant issued to Ryan, Beck & Co., Inc.,
           Michael J. Kollender and Randy Rock as placement
           agents in the private placement                             (1)
  5        Opinion re: legality of the securities being
           registered                                                  (1)
10.1       Stock and Warrant Purchase Agreement between the
           Company and the investors in the private placement          (1)
10.2       Registration Rights Agreement between the
           Company and the investors in the private placement          (1)
23.1       Consent of Independent Public Accountants                   (1)
23.2       Consent of Counsel                                    See Exhibit 5
24         Powers of Attorney                                 See Signature Page

- ---------------

(1)  Filed herewith.



                                                                     EXHIBIT 4.1

                      CERTIFICATE OF DESIGNATIONS, RIGHTS,
                           PREFERENCES AND LIMITATIONS

                                  SKYMALL, INC.
                   SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK

 PURSUANT TO TITLE 7, CHAPTER 78, SECTION 78.1955 OF THE NEVADA REVISED STATUTES


     SkyMall,  Inc., a corporation  organized and existing under the laws of the
State of Nevada,  in accordance  with the  requirements  of Title 7, Chapter 78,
Section  78.1955  of the  Nevada  Revised  Statutes,  does  hereby  submit  this
Certificate of Designations,  Rights,  Preferences and Limitations ("Certificate
of Designations") as follows:

     1. NAME. The name of the Corporation is:

                                  SkyMall, Inc.

     2. RESOLUTION  ESTABLISHING AND DESIGNATING A SERIES OF PREFERRED STOCK AND
FIXING AND DETERMINING THE RELATIVE  RIGHTS,  PREFERENCES AND LIMITATIONS OF THE
SHARES THEREOF.

          RESOLVED,  that pursuant to the authority expressly granted and vested
     in  the  Board  of  Directors  of  this  Corporation  by  the  Articles  of
     Incorporation,  as  amended,  a  series  of  the  Corporation's  authorized
     preferred stock,  par value $0.001 per share, be and hereby is created,  as
     to which the terms of issuance and the rights,  preferences and limitations
     thereof shall be as follows:

          a. DESIGNATION.  The distinctive  serial  designation of the series is
     Series B Junior  Convertible  Preferred  Stock,  par value $0.001 per share
     (the "Convertible Preferred Stock").

          b. RANKING.  The  Convertible  Preferred Stock shall rank (i) prior to
     the Corporation's common stock, par value $.001 per share ("Common Stock");
     (ii)  PARI  PASSU  with  the  Corporation's  Series  A  Junior  Convertible
     Preferred  Stock,  par  value  $.001  per share  (the  "Series A  Preferred
     Stock");  (iii)  prior  to any  class or  series  of  capital  stock of the
     Corporation  hereafter created (unless,  with the consent of the holders of
     Convertible  Preferred  Stock (which may be withheld in such  holders' sole
     and absolute  discretion)  obtained in accordance with Section 2(j) hereof,
     such class or series of capital  stock  specifically,  by its terms,  ranks
     senior to or PARI PASSU with the Convertible  Preferred  Stock);  (iv) PARI
     PASSU  with any  class  or  series  of  capital  stock  of the  Corporation
     hereafter  created  (with the  consent of the  holders  of the  Convertible
     Preferred  Stock (which may be withheld in such  holders' sole and absolute
     discretion)  obtained in accordance with Section 2(j) hereof)  specifically
     ranking,  by its terms,  on parity  with the  Convertible  Preferred  Stock
     ("Pari Passu Securities"); and (v) junior to any class or series of capital
     stock of the Corporation hereafter created (with the consent of the holders
     of Convertible Preferred Stock (which may be withheld in such holders' sole

<PAGE>

     and absolute  discretion)  obtained in accordance with Section 2(j) hereof)
     specifically  ranking,  by its terms,  senior to the Convertible  Preferred
     Stock ("Senior Securities"), in each case as to distribution of assets upon
     liquidation,   dissolution  or  winding  up  of  the  Corporation,  whether
     voluntary or involuntary.

          c.  NUMBER OF SHARES IN SERIES.  The  number of shares of  Convertible
     Preferred  Stock  created  hereby  shall  be  80,000  shares,  out  of  the
     10,000,000  shares  of  preferred  stock  authorized  by  the  Articles  of
     Incorporation.  No shares  of  preferred  stock  are  issued as of the date
     hereof.

          d. CONSIDERATION FOR ISSUANCE.  The Convertible  Preferred Stock shall
     be issued by the  Corporation  from time to time, in the  discretion of the
     Board of Directors.  Upon issuance of the shares of  Convertible  Preferred
     Stock and receipt of payment therefor,  such shares shall be fully paid and
     non-assessable.

          e.  CONVERSION.  The Convertible  Preferred Stock shall be convertible
     into shares of Common Stock of the Corporation as follows:

          (i) RIGHT TO CONVERT.  Subject to the conversion limitations set forth
     in Sections  2(e)(vi) and 2(l)(vii),  each share of  Convertible  Preferred
     Stock shall be automatically convertible into such number of fully paid and
     non-assessable  shares of Common Stock as is determined by dividing (1) the
     sum of (a) the  Liquidation  Preference (as defined below) thereof plus (b)
     at the option of such holder of Convertible  Preferred  Stock,  any amounts
     owed to such holder  pursuant to Section  2(b) of the  Registration  Rights
     Agreement,  dated as of December 30, 1999, by and among the Corporation and
     the other signatories  thereto (the  "Registration  Rights Agreement") (the
     sum of (a)  and  (b)  being  collectively  referred  to as the  "Conversion
     Amount"),  by (2) the then effective  Conversion  Price (as defined below).
     "Conversion Price" shall initially mean $7.00.

          (ii) FRACTIONAL  SHARES. No fractional shares of Common Stock shall be
     issued upon  conversion  of the  Convertible  Preferred  Stock.  In lieu of
     fractional  shares,  the Corporation  shall pay cash equal to such fraction
     multiplied  by the  average  closing  bid price of the Common  Stock on the
     Nasdaq National Market (or the average closing price of the Common Stock on
     the principal exchange on which the shares of Common Stock are then listed)
     for the ten trading days immediately preceding the notice of conversion.

          (iii)  ADJUSTMENTS TO THE CONVERSION  PRICE. The Conversion Price will
     be subject to adjustment in the event the  Corporation  shall do any of the
     following  after the first date on which  shares of  Convertible  Preferred
     Stock  are  issued  (the  "Issue  Date"):  (i)  pay a  dividend  or  make a
     distribution in shares of its capital stock (whether shares of Common Stock
     or of  capital  stock of any other  class),  to the  holders  of its Common
     Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine
     its  outstanding  shares of Common  Stock into a smaller  number of shares,
     (iv) issue by  reclassification of its shares of Common Stock any shares of
     capital  stock of the  Corporation,  (v) issue  rights or  warrants  to all
     holders of Common Stock  entitling them to subscribe for or purchase Common


                                       2
<PAGE>

     Stock at a price per  share  less than the then  current  market  price per
     share of Common Stock or less than the  Conversion  Price then in effect or
     (vi) distribute to all holders of Common Stock any other rights or warrants
     to subscribe to any of its Common Stock, or any securities, or evidences of
     indebtedness or any assets (excluding cash dividends or cash  distributions
     out of earned surplus).  The conversion  privilege and the Conversion Price
     in effect immediately prior to any such action shall be adjusted so that if
     the Convertible Preferred Stock is thereafter surrendered for conversion, a
     holder of  Convertible  Preferred  Stock  shall be  entitled to receive the
     number of shares of capital stock of the  Corporation or other rights which
     he would have been entitled to receive  immediately  following  such action
     had the  Convertible  Preferred  Stock  been  converted  immediately  prior
     thereto. An adjustment so made shall become effective immediately after the
     close  of  business  on the  record  date  in the  case  of a  dividend  or
     distribution  and shall  become  effective  immediately  after the close of
     business on the effective date in the case of a subdivision, combination or
     reclassification.  If,  as  a  result  of  such  adjustment,  a  holder  of
     Convertible  Preferred  Stock shall  become  entitled,  if the  Convertible
     Preferred Stock is thereafter surrendered for conversion, to receive shares
     of two or more classes of capital stock of the Corporation or other rights,
     the Board of Directors,  whose  determination  shall be  conclusive,  shall
     determine the allocation of the adjusted  conversion ratio between or among
     shares of such  classes of  capital  stock or other  rights.  Except in the
     cases  enumerated  above, the conversion ratio will not be adjusted for the
     issuance of Common Stock.

          (iv) No adjustment in the  Conversion  Price shall be required  unless
     such  adjustment  would require an increase or decrease of at least $.01 in
     such Conversion Price;  PROVIDED,  HOWEVER,  that any adjustments which for
     this reason are not required to be made shall be carried  forward and taken
     into account in any subsequent adjustment.

          (v)  MERGERS,  ETC.  In case the  Corporation  shall be a party to any
     transaction (including,  without limitation, a merger, consolidation,  sale
     of all or substantially all of the Corporation's assets or recapitalization
     of  the  Common  Stock)  (each  of the  foregoing  being  referred  to as a
     "Transaction"),  in each case as a result of which  shares of Common  Stock
     shall be converted  into the right to receive  stock,  securities  or other
     property  (including  cash  or any  combination  thereof),  each  share  of
     Convertible  Preferred  Stock  which is not  converted  into  the  right to
     receive  stock,  securities  or other  property  in  connection  with  such
     Transaction  shall  thereafter be  convertible  into the kind and amount of
     shares of stock and other  securities  and property  receivable  (including
     cash) upon the  consummation of such Transaction by a holder of that number
     of shares or  fraction  thereof  of Common  Stock  into  which one share of
     Convertible  Preferred  Stock  was  convertible  immediately  prior to such
     Transaction. The Corporation shall not be a party to any Transaction unless
     the terms of such  Transaction  are consistent  with the provisions of this
     subsection  (e)(v) and it shall not consent or agree to the  occurrence  of
     any  Transaction  until the  Corporation has entered into an agreement with
     the successor or purchasing  entity, as the case may be, for the benefit of


                                       3
<PAGE>

     the  holders  of  the  Convertible   Preferred  Stock  which  will  contain
     provisions  enabling the holders of the  Convertible  Preferred Stock which
     remains   outstanding   after  such   Transaction   to  convert   into  the
     consideration  received by holders of Common Stock at the Conversion  Price
     immediately  after such  Transaction.  The  provisions  of this  subsection
     (e)(v) shall similarly apply to successive Transactions.

          (vi) MANDATORY  CONVERSION.  The shares of Convertible Preferred Stock
     shall not be  convertible  into Common Stock except in accordance  with the
     terms of this Section 2(e)(vi).  Each share of Convertible  Preferred Stock
     shall be  automatically  converted into Common Stock in accordance with the
     terms of this  Section  2(e) at such  time as (A) the  shareholders  of the
     Corporation have approved (the "Shareholder Approval") the issuance of such
     shares  of  Common  Stock  issuable  upon  conversion  of  the  Convertible
     Preferred  Stock in accordance  with the  applicable  corporate  governance
     rules of the Nasdaq Stock Market relating to the sale or issuance of common
     stock, or securities  convertible  into, or exercisable  for, common stock,
     equal  to 20% or more of the  common  stock  or  voting  power  outstanding
     immediately  preceding such  issuance;  and (B) such shares of Common Stock
     are subject to an effective registration statement under the Securities Act
     of 1933, as amended.

          (vii) MECHANICS OF CONVERSION.  Each certificate evidencing any of the
     outstanding  shares  of  Convertible   Preferred  Stock  shall,  upon  such
     automatic conversion,  be deemed to be a certificate  evidencing the number
     of shares of Common Stock into which the  Convertible  Preferred  Stock has
     been  converted.  Each share of Convertible  Preferred Stock is convertible
     pursuant  to Section  2(e)(vi)  in whole but not in part.  Such  conversion
     shall be  deemed to have been  effected  immediately  prior to the close of
     business on the date on which the  Shareholder  Approval has been  obtained
     and the shares of Common Stock become subject to an effective  registration
     statement under the Securities Act, whichever date is later. As promptly as
     practicable  after  receipt of a  holder's  share  certificate(s)  formerly
     representing  shares of Convertible  Preferred Stock, the Corporation shall
     issue and  deliver  to the  holder  of the  Convertible  Preferred  Stock a
     certificate  representing  the number of shares of Common  Stock into which
     the Convertible Preferred Stock was converted.

          f. MANDATORY  REDEMPTION.  In the event (i) the  Corporation  fails to
     obtain  the  Shareholder  Approval,  or  (ii)  the  Shareholders  Agreement
     referred to in Section  2(l)(vii) is not entered into by all of the parties
     thereto  (excluding Wand Partners Inc.), in either case, on or prior to the
     180th day following the issuance date of the Convertible  Preferred  Stock,
     the then  outstanding  shares of Convertible  Preferred  Stock shall become
     immediately  redeemable  and the  Corporation  shall purchase each holder's
     outstanding  shares of Convertible  Preferred Stock for an amount per share
     equal to 110% multiplied by (a) the Liquidation Preference of the shares to
     be redeemed  plus (b) all amounts owed to such holder  pursuant to Sections
     2(b) and 7(e) of the Registration Rights Agreement.


                                       4
<PAGE>

          g. LIQUIDATION OR DISSOLUTION. The Convertible Preferred Stock carries
     a   liquidation   preference   of  $100.00  per  share  (the   "Liquidation
     Preference").  In the event of any  liquidation,  dissolution,  winding up,
     either  voluntary  or  involuntary,  of the  Corporation,  or  any  partial
     liquidation  effected  by means of a  distribution  of  assets or return of
     capital, the holders of each share of Convertible  Preferred Stock shall be
     entitled  to receive  and be paid in cash out of the  surplus  funds of the
     Corporation  or out of the  assets  so  distributed,  full  payment  of the
     Liquidation Preference of such share before any amount shall be paid to the
     holders of any other class of capital stock of the Corporation.

          If upon  liquidation,  the  assets of the  Corporation  available  for
     distribution to stockholders shall be insufficient to permit the payment in
     full of the  Liquidation  Preference  payable  hereunder  to the holders of
     Convertible Preferred Stock and PARI PASSU Securities, then all such assets
     shall  be  distributed   ratably  among  the  holders  of  such  shares  of
     Convertible  Preferred Stock and PARI PASSU  Securities first in payment of
     the  Liquidation  Preference per share of Convertible  Preferred  Stock and
     PARI PASSU Securities,  in proportion to the respective  amounts that would
     be payable per share if such assets were sufficient to permit such payments
     in full.

          No  distribution  shall be made with  respect  to any class of capital
     stock of the  Corporation  standing junior in preference to the Convertible
     Preferred Stock until the distributions  required  hereunder have been paid
     in full to all holders of Convertible Preferred Stock. After the holders of
     Convertible  Preferred  Stock have  received the sum per share equal to the
     Liquidation  Preference of such Convertible Preferred Stock, the holders of
     classes of capital stock standing junior in preference shall be entitled to
     share in accordance with their respective rights and preferences  hereunder
     in the  distribution of all remaining  assets of the Corporation  available
     for distribution.

          h. DIVIDENDS. The Convertible Preferred Stock shall not be entitled to
     the  payment  of  dividends  or other  distributions  of the  assets of the
     Corporation   other  than   distributions   of  assets  upon   liquidation,
     dissolution  or  winding  up  of  the  Corporation,  whether  voluntary  or
     involuntary.

          i.  VOTING  RIGHTS.  Other  than as set  forth in the  Certificate  of
     Designations,  each  holder of  Convertible  Preferred  Stock shall have no
     voting rights (except as otherwise required by law).

          j.  PROTECTIVE  PROVISIONS.  (A) So  long  as  shares  of  Convertible
     Preferred Stock are outstanding,  the Corporation  shall not, without first
     obtaining  the  approval  (by vote or written  consent,  as provided by the
     Nevada  General  Corporation  Law) of the holders of at least a majority of
     the then  outstanding  shares of  Convertible  Preferred  Stock voting as a
     separate class:

          (i)  alter,  amend or repeal  (whether  by  merger,  consolidation  or
     otherwise) any of the rights,  preferences or privileges of the Convertible
     Preferred  Stock or any capital  stock of the  Corporation  so as to affect
     adversely the Convertible Preferred Stock;


                                       5
<PAGE>

          (ii) create or issue any new class or series of Senior Securities;

          (iii)  create  or  issue  any  new  class  or  series  of  Pari  Passu
     Securities;

          (iv) increase the authorized number of shares of Convertible Preferred
     Stock;

          (v) increase the par value of the Common Stock;

          (vi) create any new class or series of preferred stock entitled to the
     payment of dividends;

          (vii) authorize or approve any liquidation, dissolution, or winding up
     of the Corporation or any filing of a voluntary petition in bankruptcy;

          (viii) authorize or approve any Transaction;

          (ix) pay any  dividends or  distributions  on any capital stock of the
     Corporation, other than Senior Securities; or

          (x) redeem or repurchase  (or make funds  available for a sinking fund
     for the redemption or repurchase of) any capital stock of the Corporation.

          (B) So long as the Convertible  Preferred  Stock is  outstanding,  the
     holders of the Convertible  Preferred Stock shall have the exclusive right,
     voting  separately  as a class,  to elect one director for a newly  created
     directorship  of the  Corporation,  such  director to be in addition to the
     number of directors  constituting the Board of Directors of the Corporation
     in the absence of this subsection  (ii). Such right may be exercised at any
     annual  meeting (or special  meeting in lieu  thereof) of  stockholders  at
     which  directors  are elected or at a special  meeting  called as described
     below (or in either case by action by written  consent).  At any time after
     the Issue Date, the  Corporation  may, and upon the written  request of the
     holders of not less than 25% of the shares of Convertible  Preferred  Stock
     then  outstanding  shall,  within one business day of such written request,
     call a special  meeting of the holders of  Convertible  Preferred  Stock to
     fill such newly created  directorship.  Such director may be removed at any
     time,  either with or without cause, by the affirmative vote of the holders
     of a majority of the  outstanding  shares of Convertible  Preferred  Stock,
     voting  separately  as one  class,  and such  vacancy  resulting  from such
     removal to be filled by the holders of Convertible  Preferred Stock, voting
     separately as one class.

          k.  LEGENDS.  Each  certificate  representing  shares  of  Convertible
     Preferred Stock shall bear the following legends:

          THE SHARES OF STOCK  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO
          CERTAIN  RESTRICTIONS AND CONDITIONS UNDER THAT CERTAIN CERTIFICATE OF
          DESIGNATIONS,  PREFERENCES  AND RIGHTS OF SERIES B JUNIOR  CONVERTIBLE


                                       6
<PAGE>

          PREFERRED STOCK OF SKYMALL, INC., AS FILED WITH THE SECRETARY OF STATE
          OF NEVADA.

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "SECURITIES  ACT"), AND THEY MAY NOT BE OFFERED,
          SOLD,  PLEDGED,  HYPOTHECATED,  ASSIGNED  OR  TRANSFERRED  EXCEPT  (I)
          PURSUANT A  REGISTRATION  STATEMENT  THAT HAS BECOME  EFFECTIVE AND IS
          CURRENT  WITH  RESPECT  TO  THESE  SECURITIES  OR (II)  PURSUANT  TO A
          SPECIFIC  EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES  ACT, BUT
          ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF
          COUNSEL  REASONABLY   ACCEPTABLE  TO  THE  ISSUER  THAT  THE  PROPOSED
          DISPOSITION  IS  CONSISTENT  WITH  ALL  APPLICABLE  PROVISIONS  OF THE
          SECURITIES  ACT AS  WELL  AS ANY  APPLICABLE  "BLUE  SKY"  OR  SIMILAR
          SECURITIES LAW.

          l. COVENANTS AS TO CONVERTIBLE  PREFERRED STOCK AND COMMON STOCK.  The
     Company hereby covenants and agrees as follows:

          (i) The Convertible  Preferred Stock is, and any securities  issued in
     substitution  for or replacement of the  Convertible  Preferred  Stock will
     upon issuance be, duly authorized and validly issued.

          (ii)  All  shares  of  Common  Stock  which  may be  issued  upon  the
     conversion of the  Convertible  Preferred  Stock will,  upon  issuance,  be
     validly issued, fully paid and nonassessable and free from all taxes, liens
     and charges with respect to the issuance thereof.

          (iii) During the period  within which the  securities  represented  by
     this Certificate of Designations may be converted,  the Corporation will at
     all times  have  authorized  and  reserved  at least  100% of the number of
     shares  of  Common  Stock  needed  to  provide  for the  conversion  of the
     Convertible Preferred Stock.

          (iv) The Corporation  shall secure the listing of the shares of Common
     Stock issuable upon conversion of the Convertible Preferred Stock upon each
     national  securities  exchange or automated  quotation system, if any, upon
     which  shares of Common Stock are then listed  within the time  required by
     such  exchange  or  quotation  system's  rules  and  regulations  and shall
     maintain,  so long as any other  shares of Common Stock shall be so listed,
     such listing of all shares of Common Stock from time to time  issuable upon
     conversion of the Convertible Preferred Stock; and the Corporation shall so
     list on each national  securities  exchange or automated  quotation  system
     within the time required by such exchange or quotation  system's  rules and
     regulations,  as the case may be, and shall  maintain  such listing of, any


                                       7
<PAGE>

     other shares of capital stock of the  Corporation  issuable upon conversion
     of the Convertible Preferred Stock if and so long as any shares of the same
     class shall be listed on such  national  securities  exchange or  automated
     quotation system.

          (v) The  Corporation  will not, by  amendment  of its  Certificate  of
     Incorporation   or  through   any   reorganization,   transfer  of  assets,
     consolidation,  merger,  dissolution,  issue or sale of securities,  or any
     other  voluntary  action,   avoid  or  seek  to  avoid  the  observance  or
     performance  of  any  of  the  terms  to be  observed  or  performed  by it
     hereunder,  but will at all times in good faith  assist in the carrying out
     of all the provisions of this Certificate of Designations.

          (vi) This Certificate of Designations  will be binding upon any entity
     succeeding to the  Corporation by merger,  consolidation  or acquisition of
     all  or  substantially  all  of  the  Corporation's  assets  and  any  such
     successive mergers, consolidations or acquisitions.

          (vii) Notwithstanding  anything in this Certificate of Designations to
     the contrary, the Convertible Preferred Stock shall not be convertible into
     shares  of  Common  Stock  until  such  time  as the  Corporation  and  the
     shareholders  listed  on  Schedule  II to the Stock  and  Warrant  Purchase
     Agreement,  dated as of December 30, 1999,  relating to the issuance of the
     Convertible  Preferred Stock have entered into a Shareholders  Agreement in
     form and substance reasonably acceptable to Wand Partners Inc.

     3. DATE OF RESOLUTION.  The foregoing  Resolution of the Board of Directors
of  SkyMall,  Inc.  was  adopted  by the  Board  of  Directors  on the 30 day of
December, 1999.


                                       8
<PAGE>

     I, THE UNDERSIGNED, being the Executive Vice President and Secretary of the
Corporation,  for the purpose of establishing a series of the preferred stock of
the  Corporation  and setting forth the  designations,  rights,  preferences and
limitations thereof pursuant to the requirements of Title 7, Chapter 78, Section
78.195  of the  Nevada  Revised  Statutes,  do  make  this  certificate,  hereby
declaring and certifying  that this is my act and deed and that the facts herein
stated are true, and accordingly  have hereunto set my hand as of this 30 day of
December, 1999.


                                              /s/ Christine A. Aguilera
                                              ----------------------------------
                                              Christine A.  Aguilera,  Executive
                                              Vice President & Secretary

STATE OF ARIZONA    )
                    )ss.
COUNTY OF MARICOPA  )

     On this 30th day of December, 1999, before me, a Notary Public,  personally
appeared  Christine A. Aguilera who has acknowledged  that he executed the above
instrument.


                                             /s/
                                             -----------------------------------
                                             Notary Public

My Commission Expires:

- ---------------------


                                       6



                                                                     EXHIBIT 4.2

         FORM OF SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK CERTIFICATE

Stock  Certificate  with a  Certificate  No.,  the number of shares and with the
following text:

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
                  Series B Junior Convertible Preferred Stock
                           par value $.001 per share
                                 SKYMALL, INC.

THIS  CERTIFIES  THAT  ________________  is the owner of ________ fully paid and
non-assessable Shares of the above Corporation transferable only on the books of
the  Corporation by the holder hereof in person or by duly  authorized  Attorney
upon surrender of this Certificate properly endorsed.

IN WITNESS  WHEREOF,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers  and to be sealed  with the Seal of the
Corporation.

Dated:  ______________________


_____________________________                    _______________________________
Secretary                                        President


                                 Corporate Seal


<PAGE>


Back of Certificate:  Legends:

A statement of the rights,  preferences,  privileges and restrictions granted or
imposed  upon the  respective  classes or series of shares and upon the  holders
thereof as established,  from time to time, by the Articles of  Incorporation of
the  Corporation and by the  Certificate of  Designations,  the number of shares
constituting each class and series and the designations thereof, may be obtained
by the holder hereof upon written  request and without charge from the Secretary
of the Corporation at its principal executive offices.

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  "SECURITIES  ACT"),  AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (I)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE SECURITIES ACT, BUT ONLY UPON HOLDER HEREOF FIRST HAVING
OBTAINED  THE  WRITTEN  OPINION  OF  COUNSEL  OF THE  ISSUER,  OR OTHER  COUNSEL
REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS CONSISTENT
WITH ALL  APPLICABLE  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE
"BLUE SKY" OR SIMILAR SECURITIES LAWS.

Various abbreviations and the language:

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations.  Additional  abbreviations may also
be used though not in the list.

<TABLE>
<S>                                            <C>
TEN COM -- as tenants in common                UNIF GIFT MIN ACT - ________ Custodian _________ (Minor)
TEN ENT -- as tenants by the entireties          under Uniform Gifts to Minors Act ____________ (State)
JT TEN --  as joint tenants with right of
           survivorship and not as tenants in
           common
</TABLE>

   For value received, the undersigned hereby sells, assigns and transfers unto

                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
                                                  IDENTIFYING NUMBER OF ASSIGNEE
                                          --------------------------------------
                                          |                                    |
                                          |                                    |
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

_________________________________________________________________________ Shares

represented by the within Certificate, and do hereby irrevocably constitutes and
appoints  __________________________________  Attorney to transfer the shares on
the books of the within-named Corporation with full power of substitution in the
premises.

Dated _____________________


                                       _________________________________________

                                       _________________________________________
                                       NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT
                                       MUST  CORRESPOND  WITH  THE  NAME(S)  AS
                                       WRITTEN UPON  THE FACE OF THE CERTIFICATE
                                       IN EVERY  PARTICULAR,  WITHOUT ALTERATION
                                       OR ENLARGEMENT OR ANY CHANGE WHATEVER.

In presence of


__________________________________


                                                                     Exhibit 4.3
                                 FORM OF WARRANT


THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  "SECURITIES  ACT"),  AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (I)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE  SECURITIES  ACT,  BUT ONLY UPON A HOLDER  HEREOF  FIRST
HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE
ISSUER  THAT  THE  PROPOSED   DISPOSITION  IS  CONSISTENT  WITH  ALL  APPLICABLE
PROVISIONS  OF THE  SECURITIES  ACT,  AS WELL AS ANY  APPLICABLE  "BLUE  SKY" OR
SIMILAR SECURITIES LAW.

                                  SKYMALL, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                        Number of Shares:
Date of Issuance: December 30, 1999


SkyMall, Inc., a Nevada corporation (the "Company"),  hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  [ ] the  registered  holder  hereof or its  permitted  assigns (a
"holder"),  is entitled,  subject to the terms set forth below, to purchase from
the Company upon surrender of this Warrant, at any time or times on or after the
date hereof,  but not after 11:59 P.M.  Eastern Time on the Expiration  Date (as
defined herein) [         ] fully paid nonassessable  shares of Common Stock (as
defined herein) of the Company (the "Warrant  Shares") at the purchase price per
share provided in Section 2(a) below.

     1. DEFINITIONS.

     (a)  STOCK AND  WARRANT  PURCHASE  AGREEMENT.  This  Warrant  is one of the
Warrants  (the  "Warrants")  issued  pursuant to the Stock and Warrant  Purchase
Agreement dated as of December 30, 1999, among the Company and the Investors (as
such term in defined therein) (the "Agreement").

     (b)  DEFINITIONS.  The  following  words and terms as used in this  Warrant
shall have the following meanings:


<PAGE>

          (i) "Business Day" means any day other than Saturday,  Sunday or other
     day on which  commercial  banks in the City of New York are  authorized  or
     required by law to remain closed.

          (ii) "Closing Bid Price" means,  for any security as of any date,  the
     last  closing  bid price for such  security  on the  Principal  Market  (as
     defined below) as reported by Bloomberg  Financial  Markets  ("Bloomberg"),
     or, if the Principal  Market is not the principal  trading  market for such
     security,  the last  closing bid price of such  security  on the  principal
     securities  exchange  or trading  market  where such  security is listed or
     traded as reported by Bloomberg, or if the foregoing do not apply, the last
     closing bid price of such  security in the  over-the-counter  market on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no closing bid price is reported  for such  security by  Bloomberg,  the
     last closing trade price for such security as reported by Bloomberg, or, if
     no last closing trade price is reported for such security by Bloomberg, the
     average  of the bid  prices  of any  market  makers  for such  security  as
     reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
     Closing Bid Price cannot be  calculated  for such  security on such date on
     any of the foregoing  bases, the Closing Bid Price of such security on such
     date shall be the fair market value as mutually  determined  by the Company
     and the holder of this Warrant. All such determinations to be appropriately
     adjusted for any stock dividend,  stock split or other similar  transaction
     during such period.

          (iii) "Closing Sale Price" means, for any security as of any date, the
     last  closing  trade price for such  security on the  Principal  Market (as
     defined below) as reported by Bloomberg, or, if the Principal Market is not
     the principal securities exchange or trading market for such security,  the
     last  closing  trade  price of such  security on the  principal  securities
     exchange  or  trading  market  where such  security  is listed or traded as
     reported by Bloomberg,  or if the foregoing do not apply,  the last closing
     trade  price  of  such  security  in  the  over-the-counter  market  on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no last closing  trade price is reported for such security by Bloomberg,
     the last closing ask price of such security as reported by  Bloomberg,  or,
     if no last  closing ask price is reported for such  security by  Bloomberg,
     the  average  of the  lowest  ask price and  lowest bid price of any market
     makers for such  security as reported in the "pink  sheets" by the National
     Quotation  Bureau,  Inc. If the Closing Sale Price cannot be calculated for
     such security on such date on any of the foregoing  bases, the Closing Sale
     Price of such  security  on such  date  shall be the fair  market  value as
     mutually  determined by the Company and the holder of this Warrant.  If the
     Company  and the holder of this  Warrant  are unable to agree upon the fair
     market value of the Common  Stock,  then such dispute  shall be resolved by
     the term  "Market  Price"  being  substituted  for the term  "Closing  Sale
     Price." All such determinations to be appropriately  adjusted for any stock
     dividend, stock split or other similar transaction during such period.


                                       2
<PAGE>

          (iv) "Common  Stock" means (i) the Company's  common stock,  par value
     $.001 per share,  and (ii) any capital  stock into which such Common  Stock
     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification of such Common Stock.

          (v)  "Expiration  Date" means the date five (5) years from the date of
     this  Warrant  or, if such date is not a Business  Day or falls on a day on
     which  trading does not take place on the  principal  exchange or automated
     quotation  system on which the Common  Stock is traded (a  "Holiday"),  the
     next date that is not a Holiday.

          (vi) "Issuance Date" means, with respect to each Warrant,  the date of
     issuance of the applicable Warrant.

          (vii) "Market Price" means,  with respect to any security for any date
     of  determination,  that price which  shall be  computed as the  arithmetic
     average of the Closing Bid Prices for such security on each of the five (5)
     consecutive  trading days immediately  preceding such date of determination
     (all  such  determinations  to be  appropriately  adjusted  for  any  stock
     dividend, stock split or similar transaction during the pricing period).

          (viii) "Person" means an individual,  a limited liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (ix) "Principal Market" means the Nasdaq National Market.

          (x) "Securities Act" means the Securities Act of 1933, as amended.

          (xi) "Warrant" means this Warrant and all warrants issued in exchange,
     transfer or replacement thereof.

          (xii) "Warrant Exercise Price" shall be $8.00.

          (xiii) OTHER DEFINITIONAL  PROVISIONS.  Except as otherwise  specified
     herein, all references herein (A) to the Company shall be deemed to include
     the Company's  successors and (B) to any applicable law defined or referred
     to herein,  shall be deemed  references to such  applicable law as the same
     may have been or may be amended  or  supplemented  from time to time.  When
     used in this Warrant,  the words "herein,"  "hereof," and  "hereunder," and
     words of similar import,  shall refer to this Warrant as a whole and not to
     any provision of this Warrant,  and the words  "Section,"  "Schedule,"  and
     "Exhibit"  shall refer to Sections of, and  Schedules and Exhibits to, this
     Warrant unless otherwise specified.  Whenever the context so requires,  the
     neuter gender  includes the masculine or feminine,  and the singular number
     includes the plural, and vice versa.



                                       3
<PAGE>

     2. EXERCISE OF WARRANT.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased;  (ii) (A) payment to the Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this  Warrant is being  exercised  (the  "Aggregate  Exercise
Price")  in cash,  certified  or bank  funds  or wire  transfer  of  immediately
available  funds  or (B)  notifying  the  Company  that  this  Warrant  is being
exercised  pursuant to a Cashless  Exercise  (as defined in Section  2(e));  and
(iii)  the   surrender  of  this  Warrant  (or  a  Lost  Warrant   Affidavit  in
substantially  the form annexed hereto as Exhibit C with respect to this Warrant
in the case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company;  provided, that if such Warrant Shares are to be issued
in any name  other  than that of the  registered  holder of this  Warrant,  such
issuance  shall be deemed a transfer  and the  provisions  of Section 8 shall be
applicable.  In the event of any  exercise  of the  rights  represented  by this
Warrant in compliance  with this Section  2(a),  the Company shall on the second
Business Day following the date of receipt of the Exercise Notice, the Aggregate
Exercise  Price (or notice of a Cashless  Exercise)  and this Warrant (or a Lost
Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C with
respect to this  Warrant  in the case of its loss,  theft or  destruction)  (the
"Exercise Delivery Documents"), credit such aggregate number of shares of Common
Stock to which the holder (or its  designee)  shall be entitled to the  holder's
(or its designee's) balance account with The Depository Trust Company; provided,
however,  if the holder who submitted  the Exercise  Notice  requested  physical
delivery of any or all of the Warrant  Shares,  then the  Company  shall,  on or
before the second  Business  Day  following  receipt  of the  Exercise  Delivery
Documents issue and surrender to a common carrier for overnight  delivery to the
address specified in the Exercise Notice, a certificate,  registered in the name
of the holder  (or its  designee),  for the number of shares of Common  Stock to
which the holder (or its  designee)  shall be  entitled.  Upon  delivery  of the
Exercise  Notice and Aggregate  Exercise Price referred to above or notification
to the Company of a Cashless Exercise referred to in Section 2(e), the holder of
this Warrant (or its  designee)  shall be deemed for all  corporate  purposes to
have  become the holder of record of the Warrant  Shares  with  respect to which
this Warrant has been  exercised,  irrespective  of the date of delivery of this
Warrant as required by clause (iii) above or the  certificates  evidencing  such
Warrant Shares.  In the case of a dispute as to the determination of the Warrant
Exercise Price or the Market Price of a security or the  arithmetic  calculation
of the Warrant  Shares,  the Company shall  promptly issue to the holder (or its
designee)  the number of shares of Common  Stock that is not  disputed and shall
submit the disputed  determinations or arithmetic calculations to the holder via
facsimile within one Business Day of receipt of the holder's Exercise Notice. If
the holder and the  Company  are unable to agree upon the  determination  of the
Warrant  Exercise  Price or the Market Price or  arithmetic  calculation  of the
Warrant  Shares  within one day of such  disputed  determination  or  arithmetic
calculation  being submitted to the holder,  then the Company shall  immediately
submit via  facsimile  (i) the disputed  determination  of the Warrant  Exercise


                                       4
<PAGE>

Price or the Market Price to an independent,  reputable  investment banking firm
of nationally  recognized standing,  mutually acceptable to both the Company and
the holder, or (ii) the disputed arithmetic calculation of the Warrant Shares to
an independent,  outside accountant, mutually acceptable to both the Company and
the  holder.  The  Company,  at its  sole  cost and  expense,  shall  cause  the
investment  banking firm or the  accountant,  as the case may be, to perform the
determinations  or  calculations  and notify the  Company  and the holder of the
results no later than  forty-eight  (48)  hours  from the time it  receives  the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

     (b) Unless the rights  represented  by this  Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than two (2)  Business  Days after  delivery  of the  Exercise
Delivery Documents and at its own expense,  issue a new Warrant identical in all
respects to this Warrant  exercised except it shall represent rights to purchase
the number of Warrant  Shares  purchasable  immediately  prior to such  exercise
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

     (c) No fractional shares of Common Stock are to be issued upon the exercise
of this  Warrant,  but rather the number of shares of Common  Stock  issued upon
exercise of this Warrant shall be rounded up to the nearest whole number.

     (d) If the  Company  shall fail for any reason or for no reason to issue to
the holder  within two (2)  Business  Days of receipt of the  Exercise  Delivery
Documents,  a certificate  for the number of shares of Common Stock to which the
holder (or its  designee) is entitled or to credit the holder's (or  designee's)
balance  account with The Depository  Trust Company for such number of shares of
Common Stock to which the holder (or its designee) is entitled upon the holder's
exercise  of this  Warrant or a new  Warrant  for the number of shares of Common
Stock to which such holder is  entitled  pursuant to Section  2(b)  hereof,  the
Company  shall,  in addition  to any other  remedies  under this  Warrant or the
Agreement or otherwise  available to such holder,  including any indemnification
under the  Agreement,  pay as additional  damages in cash to such holder on each
day the issuance of such Common Stock  certificate  or new Warrant,  as the case
may be, is not timely  effected,  an amount  equal to 0.5% of the product of (A)
the sum of the number of shares of Common Stock not issued to the holder (or its
designee)  on a timely  basis  and to which  the  holder  (or its  designee)  is
entitled and/or, the number of shares represented by the portion of this Warrant
which is not being  converted,  as the case may be,  and (B) the  average of the
Closing Sale Price of the Common Stock for the five (5) consecutive trading days
immediately preceding the last possible date which the Company could have issued
such  Common  Stock  or  Warrant,  as the  case may be,  to the  holder  without
violating this Section 2.

     (e) If, despite the Company's obligations under the Agreement,  the Warrant
Shares to be issued are not  registered  and available for resale  pursuant to a
registration  statement  in  accordance  with the  Agreement  or the Company has
provided notice of its election to redeem all or a part of this Warrant pursuant
to  Section 4 hereof,  then  notwithstanding  anything  contained  herein to the


                                       5
<PAGE>

contrary,  the holder of this Warrant may, at its election exercised in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate  Exercise Price,  elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "Cashless Exercise"):

               Net Number = (A X B) - (A X C)
                            -----------------
                                    B

               For purposes of the foregoing formula:

                   A = the total  number of shares with respect to which
                   this Warrant is then being exercised.

                   B = the Market  Price as of the date of the  Exercise
                   Notice.

                   C = the Warrant Exercise Price then in effect for the
                   applicable   Warrant  Shares  at  the  time  of  such
                   exercise.

     3.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

                    (1)  other  or  additional  stock  or  other  securities  or
               property (other than cash) by way of dividend,

                    (2) any cash or other  property  paid or payable  out of any
               source other than  retained  earnings  (determined  in accordance
               with generally accepted accounting principles), or

                    (3)  other  or  additional  stock  or  other  securities  or
               property  (including  cash)  by  way  of  stock-split,  spin-off,
               reclassification,  combination  of  shares or  similar  corporate
               rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 2, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to


                                       6
<PAGE>

in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise  if on the  Issuance  Date such holder had been the holder of record of
the number of shares of Common  Stock called for on the face of this Warrant (or
the portion hereof being exercised at such time), and had thereafter, during the
period  from the  Issuance  Date to and  including  the  date of such  exercise,
retained such shares and/or all other or additional  stock and other  securities
and  property  (including  cash in the cases  referred  to in clause (2) and (3)
above)  receivable by it as aforesaid  during such period,  giving effect to all
adjustments called for during such period by Sections 3(a) and 3(b).

     (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION AND MERGER. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  3(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive a dividend or other  distribution  payable in  additional  shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

               (1) the Warrant  Exercise Price then in effect shall be decreased
as of the time of the issuance of such  additional  shares or, in the event such
record  date is fixed,  as of the close of  business  on such  record  date,  by
multiplying  the  Warrant  Exercise  Price then in effect by a fraction  (A) the
numerator  of which is the total  number of shares of Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such record  date,  and (B) the  denominator  of which shall be the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such issuance or the close of business on such record date as the
case may be,  plus the number of shares of Common  Stock  issuable in payment of
such  dividend  or  distribution  (on an as  converted  basis in the case of the


                                       7
<PAGE>

issuance of stock or  securities  convertible  or  exchangeable  for such Common
Stock or such other stock or securities); PROVIDED, HOWEVER, that if such record
date is fixed and such dividend is not fully paid or if such distribution is not
fully made on the date fixed  therefor,  the  Warrant  Exercise  Price  shall be
recomputed  accordingly  as of the close of business on such  record  date,  and
thereafter the Warrant Exercise Price shall be adjusted pursuant to this Section
3(c) as of the time of actual payment of such dividends or distributions; and

               (2) the number of shares of Common Stock  theretofore  receivable
upon the exercise of this  Warrant  shall be  increased,  as of the time of such
issuance or, in the event such record date is fixed, as of the close of business
on such  record  date,  in inverse  proportion  to the  decrease  in the Warrant
Exercise Price.

     (d) STOCK SPLIT AND REVERSE STOCK SPLIT. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Warrant Exercise Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of  shares,  the  Warrant  Exercise  Price then in effect
immediately   before  that  reverse   stock  split  or   combination   shall  be
proportionately  increased and the number of shares of Common Stock  theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment  under this Section 3(d) shall become  effective at the close of
business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

     4.  REDEMPTION AT THE  COMPANY'S  ELECTION.  The Company,  upon thirty (30)
days' prior  written  notice to the  holder,  may elect to redeem all or part of
this  Warrant at a price  equal to $0.01 per  Warrant  Share  issuable  upon the
exercise hereof,  if, but only if: (i) the Closing Bid Price shall have exceeded
one hundred fifty  percent  (150%) of the Warrant  Exercise  Price (as equitably
adjusted to reflect any merger,  consolidation or  reorganization of the Company
or any stock split, subdivision,  reverse stock split or combination effected by
the Company) on each of the twenty (20) consecutive trading days ending not more
than one Business Day prior to the date on which the notice of redemption  shall
be delivered to the holder, (ii) the registration statement required to be filed
pursuant to the terms of that certain Registration Rights Agreement of even date
herewith,  by and among the Company  and the other  parties  signatory  thereto,
shall be  effective  and permit the sale of all  Warrant  Shares,  and (iii) the
Common Stock shall be listed and trading on the Nasdaq National Market,  AMEX or
the NYSE. Any such redemption  shall be effective on the thirtieth day following
the delivery of such notice, PROVIDED, HOWEVER, that the holder may elect at any
time prior to the effective date of redemption to exercise all or any portion of
this Warrant in accordance with the terms hereof; and PROVIDED FURTHER, that the
Company's  right to redeem this Warrant  shall be suspended if, after the notice
has been delivered,  the Warrant Shares may not be sold pursuant to an effective
registration statement for any reason whatsoever or the Common Stock shall cease
to be listed and trading on the Nasdaq  National  Market,  AMEX or the NYSE. The


                                       8
<PAGE>

notice period shall then be extended for a period of time equal to the number of
days during the notice period during which the registration  statement shall not
have  permitted  the sale of such  Warrant  Shares or the Common Stock shall not
have been so listed and trading, as the case may be; PROVIDED, HOWEVER, that the
notice  period  shall not begin to run until  such time as the  holder  receives
notice from the Company that the registration  statement permits the sale of the
Warrant Shares and/or the Common Stock shall have been so listed and trading, as
the case may be;  PROVIDED,  FURTHER,  that the effective date of the redemption
shall be no less than 10 Business Days from the date of such subsequent  notice.
The redemption price shall be payable in full, in cash, on the effective date of
any redemption  pursuant to this paragraph (4). A redemption notice delivered by
the Company pursuant to this paragraph (4) shall be irrevocable. Notwithstanding
the foregoing, the Company's right to redeem all or part of this Warrant may not
be  exercised  if on the date on  which  the  Company  delivers  notice  of such
exercise  the Market  Price  shall be less than  $12.00 per share (as  equitably
adjusted to reflect any merger,  consolidation or  reorganization of the Company
or any stock split, subdivision,  reverse stock split or combination effected by
the Company).

     5. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and agrees as
follows:

     (a) This  Warrant  is,  and any  Warrants  issued  in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

     (b) All Warrant  Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     (c) During the period within which the rights  represented  by this Warrant
may be exercised,  the Company will at all times have authorized and reserved at
least 100% of the  number of shares of Common  Stock  needed to provide  for the
exercise of the rights  then  represented  by this  Warrant and the par value of
said  shares will at all times be less than or equal to the  applicable  Warrant
Exercise Price.

     (d) The  Company  shall  secure the  listing of the shares of Common  Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated  quotation  system, if any, upon which shares of Common Stock are then
listed within the time required by such exchange or quotation system's rules and
regulations  and shall  maintain,  so long as any other  shares of Common  Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national  securities exchange or automated quotation system within the time
required by such exchange or quotation  system's rules and  regulations,  as the
case may be, and shall  maintain  such  listing of, any other  shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.


                                       9
<PAGE>

     (e) The Company will not, by amendment of its Certificate of  Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant  above the Warrant  Exercise  Price then in effect,
and (ii) will take all such actions as may be necessary or  appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this Warrant.

     (f) This Warrant will be binding upon any entity  succeeding to the Company
by merger,  consolidation  or  acquisition  of all or  substantially  all of the
Company's   assets  and  any  such   successive   mergers,   consolidations   or
acquisitions.

     6. TAXES. The Company shall pay any and all taxes which may be payable with
respect to the  issuance and  delivery of Warrant  Shares upon  exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax that may be  payable in respect  of any  transfer  involved  in the issue or
delivery of Common  Stock or other  securities  or property in a name other than
that of the  registered  holders of this Warrant to be converted and such holder
shall pay such amount, if any, to cover any applicable transfer or similar tax.

     7.  WARRANT   HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided  herein,  no holder of this Warrant,  solely by virtue of
such  holding,  shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent  to any  corporate  action  (whether a  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     8. REPRESENTATIONS OF HOLDER. The holder of this Warrant, by the acceptance
hereof,  represents that it is acquiring this Warrant and the Warrant Shares for
its own account for investment  only and not with a view towards,  or for resale


                                       10
<PAGE>

in  connection  with,  the public sale or  distribution  of this  Warrant or the
Warrant  Shares,  except  pursuant to sales  registered  or  exempted  under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act.

     9. OWNERSHIP AND TRANSFER.

     (a) The Company shall maintain at its principal  executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder  thereof for all purposes,  but in all events  recognizing  any transfers
made in accordance with the terms of this Warrant.

     (b) This Warrant and the rights  granted  hereunder  shall be assignable by
the holder hereof without the consent of the Company.

     (c) The  Company is  obligated  to register  the Warrant  Shares for resale
under the Securities Act pursuant to the Registration Rights Agreement, dated as
of December 30,  1999,  by and among the Company and the  Investors  (as defined
therein) (the  "Registration  Rights  Agreement") and any holder of this Warrant
(and the assignees thereof) is entitled to the registration rights in respect of
the Warrant Shares as set forth in the Registration Rights Agreement.

     10. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company  shall,  on receipt of an executed
Lost Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C
(or, in the case of a mutilated  Warrant,  the Warrant),  issue a new Warrant of
like  denomination  and tenor as this  Warrant  so lost,  stolen,  mutilated  or
destroyed.

     11. NOTICE. Any notices, consents, waivers or other communications required
or  permitted to be given under the terms of this Warrant must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  Business  Day after  deposit  with a  nationally


                                       11
<PAGE>

recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

          If to the Company:

          SkyMall, Inc.
          1520 East Pima Street
          Phoenix, Arizona 85034
          Telephone: 602-254-8620
          Facsimile: 602-254-6544
          Attention: Robert M. Worsley, President and Chief Executive Officer

          With copy to:

          Squire, Sanders & Dempsey L.L.P.
          Two Renaissance Square
          40 North Central Avenue, Suite 2700
          Phoenix, Arizona 85004
          Telephone: 602-528-4000
          Facsimile: 602-253-8129
          Attention: Gregory R. Hall, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on the  Schedule  of  Investors  to the  Agreement,  with  copies  to such
holder's  representatives as set forth on such Schedule of Investors, or at such
other  address and  facsimile as shall be delivered to the Company by the holder
at any time.  Each party shall  provide five days' prior  written  notice to the
other party of any change in address or facsimile number.  Written  confirmation
of receipt (A) given by the recipient of such notice,  consent,  waiver or other
communication,  (B)  mechanically  or  electronically  generated by the sender's
facsimile machine containing the time, date,  recipient  facsimile number and an
image of the first page of such  transmission  or (C)  provided by a  nationally
recognized  overnight delivery service shall be rebuttable  evidence of personal
service,  receipt by facsimile or receipt from a nationally recognized overnight
delivery   service  in  accordance   with  clause  (i),  (ii)  or  (iii)  above,
respectively.

     12. DATE. The date of this Warrant is December 30, 1999.  This Warrant,  in
all events,  shall be wholly void and of no effect after 11:59 P.M. Eastern Time
on the Expiration Date, except to the extent previous  exercised and except that
notwithstanding  any other provisions  hereof, the provisions of Section 8 shall
continue in full force and effect  after such date as to any  Warrant  Shares or
other securities issued upon the exercise of this Warrant.

     13.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions of the Warrants  issued  pursuant to the Agreement may be amended and
the Company may take any action  herein  prohibited,  or omit to perform any act
herein  required to be  performed  by it, only if the Company has  obtained  the


                                       12
<PAGE>

written consent of the holders of Warrants  representing  66.7% of the shares of
Common Stock obtainable upon exercise of the Warrants then outstanding; provided
that,  other than as  provided  in Section 3, no such  action may  increase  the
Warrant  Exercise Price of the Warrants,  decrease the number of shares or alter
the class of stock  obtainable  upon  exercise  of any  Warrants,  or  otherwise
materially adversely effect the rights of the holder of this Warrant without the
written consent of such holder.

     14.  DESCRIPTIVE  HEADINGS;  GOVERNING LAW;  JURISDICTION.  The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The construction,
validity,  enforcement and  interpretation  of this Warrant shall be governed by
the internal laws of the State of New York,  without giving effect to any choice
of law or conflict of law  provision or rule  (whether of the State of New York,
or any other  jurisdictions) that would cause the application of the laws of any
jurisdictions  other than the State of New York.  Each of the parties hereto (i)
hereby  irrevocably  submits to the exclusive  jurisdiction of the United States
District Court,  the New York State courts and other courts of the United States
sitting in New York  County,  New York for the  purposes of any suit,  action or
proceeding  arising out of or relating to this Agreement and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding,  any claim that
it is not personally  subject to the jurisdiction of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit, action or proceeding is improper.  Each of the parties hereto consents
to process being served in any such suit, action or proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Warrant  and agrees  that such  service  shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing in his paragraph shall affect or
limit any right to serve process in any other manner permitted by law.



                            [Signature Page Follows]


                                       13
<PAGE>

                                       SKYMALL, INC.



                                       By: ____________________________________


                                       Name: __________________________________


                                       Title:  ________________________________





                                       14

<PAGE>

                              EXHIBIT A TO WARRANT
                                SUBSCRIPTION FORM
        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
                                  SKYMALL, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common Stock ("Warrant  Shares") of SkyMall,
Inc., a Nevada  corporation (the  "Company"),  evidenced by the attached Warrant
(the "Warrant").  Capitalized  terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.

         1. Form of Warrant  Exercise Price.  The Holder intends that payment of
the Warrant Exercise Price shall be made as:

            ____________  a "CASH EXERCISE" with respect to ____________________
                          Warrant Shares; and/or

            ____________  a "CASHLESS  EXERCISE" with respect to _______________
                          Warrant Shares (to the  extent  permitted by the terms
                          of the Warrant).

         2. Payment of Warrant  Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: _______________ __, ______


________________________________
   Name of Registered Holder

By: ____________________________
    Name:
    Title:


                                       A-1
<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of SkyMall, Inc., a Nevada corporation,
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _________________, ____



                                          ______________________________________

                                          By:  _________________________________

                                          Its: _________________________________


                                       B-1
<PAGE>

                              EXHIBIT C TO WARRANT

                            FORM OF AFFIDAVIT OF LOSS

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

     1. Deponent is an adult whose mailing address is:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     2.  Deponent is the  recipient of a Warrant (the  "Warrant")  from SkyMall,
Inc. (the "Company"), dated ___________________________________ for the purchase
of  ___________________________________  shares of Common Stock, par value $.001
per share,  of the Company,  at an exercise price of  $_________________________
per share.

     3. The Warrant has been lost,  stolen,  destroyed or  misplaced,  under the
following circumstances:








     4. The Warrant was not endorsed.

     5. Deponent has made a diligent search for the Warrant, and has been unable
to find or recover same, and Deponent was the unconditional owner of the Warrant
at the time of loss,  and is  entitled  to the  full  and  exclusive  possession
thereof;  that neither the Warrant nor the rights of Deponent  therein  have, in
whole or in part, been assigned, transferred, hypothecated, pledged or otherwise
disposed of, in any manner whatsoever,  and that no person,  firm or corporation
other than the Deponent has any right,  title, claim, equity or interest in, to,
or respecting  the Warrant.



                                       C-1
<PAGE>

     6. Deponent makes this Affidavit for the purpose of requesting and inducing
the  Company  and its  agents to issue a new  warrant  in  substitution  for the
Warrant.

     7. If the Warrant should ever come into the hands,  custody or power of the
Deponent or the Deponent's representatives, agents or assigns, the Deponent will
immediately and without consideration  surrender the Warrant to the Company, its
representatives,  agents or assigns,  its transfer agents or subscription agents
for cancellation.

     8. The Deponent hereby  indemnifies and holds harmless the Company from any
claim or demand for payment or  reimbursement of any party arising in connection
with the subject matter of this Affidavit.

Signed, sealed and dated:  _________________________



                                             ___________________________________
                                             Deponent


Sworn to and subscribed before me this
____ day of _____________, _________



______________________________________
Notary Public

                                      C-2



                                                                     Exhibit 4.4
                                 FORM OF WARRANT


THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  "SECURITIES  ACT"),  AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (I)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE  SECURITIES  ACT,  BUT ONLY UPON A HOLDER  HEREOF  FIRST
HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE
ISSUER  THAT  THE  PROPOSED   DISPOSITION  IS  CONSISTENT  WITH  ALL  APPLICABLE
PROVISIONS  OF THE  SECURITIES  ACT,  AS WELL AS ANY  APPLICABLE  "BLUE  SKY" OR
SIMILAR SECURITIES LAW.

                                  SKYMALL, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                        Number of Shares: 250,000
Date of Issuance: December 30, 1999


SkyMall, Inc., a Nevada corporation (the "Company"),  hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Wand Partners, Inc., the registered holder hereof or its permitted
assigns (a  "holder"),  is entitled,  subject to the terms set forth  below,  to
purchase from the Company upon  surrender of this Warrant,  at any time or times
on or after  the date  hereof,  but not after  11:59  P.M.  Eastern  Time on the
Expiration Date (as defined herein) 250,000 fully paid  nonassessable  shares of
Common Stock (as defined  herein) of the Company (the  "Warrant  Shares") at the
purchase price per share provided in Section 2(a) below.

     1. DEFINITIONS.

     (a)  STOCK AND  WARRANT  PURCHASE  AGREEMENT.  This  Warrant  is one of the
Warrants  (the  "Warrants")  issued  pursuant to the Stock and Warrant  Purchase
Agreement dated as of December 30, 1999, among the Company and the Investors (as
such term in defined therein) (the "Agreement").

     (b)  DEFINITIONS.  The  following  words and terms as used in this  Warrant
shall have the following meanings:

          (i) "Business Day" means any day other than Saturday,  Sunday or other
     day on which  commercial  banks in the City of New York are  authorized  or
     required by law to remain closed.


<PAGE>

          (ii) "Closing Bid Price" means,  for any security as of any date,  the
     last  closing  bid price for such  security  on the  Principal  Market  (as
     defined below) as reported by Bloomberg  Financial  Markets  ("Bloomberg"),
     or, if the Principal  Market is not the principal  trading  market for such
     security,  the last  closing bid price of such  security  on the  principal
     securities  exchange  or trading  market  where such  security is listed or
     traded as reported by Bloomberg, or if the foregoing do not apply, the last
     closing bid price of such  security in the  over-the-counter  market on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no closing bid price is reported  for such  security by  Bloomberg,  the
     last closing trade price for such security as reported by Bloomberg, or, if
     no last closing trade price is reported for such security by Bloomberg, the
     average  of the bid  prices  of any  market  makers  for such  security  as
     reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
     Closing Bid Price cannot be  calculated  for such  security on such date on
     any of the foregoing  bases, the Closing Bid Price of such security on such
     date shall be the fair market value as mutually  determined  by the Company
     and the holder of this Warrant. All such determinations to be appropriately
     adjusted for any stock dividend,  stock split or other similar  transaction
     during such period.

          (iii) "Closing Sale Price" means, for any security as of any date, the
     last  closing  trade price for such  security on the  Principal  Market (as
     defined below) as reported by Bloomberg, or, if the Principal Market is not
     the principal securities exchange or trading market for such security,  the
     last  closing  trade  price of such  security on the  principal  securities
     exchange  or  trading  market  where such  security  is listed or traded as
     reported by Bloomberg,  or if the foregoing do not apply,  the last closing
     trade  price  of  such  security  in  the  over-the-counter  market  on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no last closing  trade price is reported for such security by Bloomberg,
     the last closing ask price of such security as reported by  Bloomberg,  or,
     if no last  closing ask price is reported for such  security by  Bloomberg,
     the  average  of the  lowest  ask price and  lowest bid price of any market
     makers for such  security as reported in the "pink  sheets" by the National
     Quotation  Bureau,  Inc. If the Closing Sale Price cannot be calculated for
     such security on such date on any of the foregoing  bases, the Closing Sale
     Price of such  security  on such  date  shall be the fair  market  value as
     mutually  determined by the Company and the holder of this Warrant.  If the
     Company  and the holder of this  Warrant  are unable to agree upon the fair
     market value of the Common  Stock,  then such dispute  shall be resolved by
     the term  "Market  Price"  being  substituted  for the term  "Closing  Sale
     Price." All such determinations to be appropriately  adjusted for any stock
     dividend, stock split or other similar transaction during such period.

          (iv) "Common  Stock" means (i) the Company's  common stock,  par value
     $.001 per share,  and (ii) any capital  stock into which such Common  Stock
     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification of such Common Stock.


                                       2
<PAGE>

          (v)  "Expiration  Date" means the date five (5) years from the date of
     this  Warrant  or, if such date is not a Business  Day or falls on a day on
     which  trading does not take place on the  principal  exchange or automated
     quotation  system on which the Common  Stock is traded (a  "Holiday"),  the
     next date that is not a Holiday.

          (vi) "Issuance Date" means, with respect to each Warrant,  the date of
     issuance of the applicable Warrant.

          (vii) "Market Price" means,  with respect to any security for any date
     of  determination,  that price which  shall be  computed as the  arithmetic
     average of the Closing Bid Prices for such security on each of the five (5)
     consecutive  trading days immediately  preceding such date of determination
     (all  such  determinations  to be  appropriately  adjusted  for  any  stock
     dividend, stock split or similar transaction during the pricing period).

          (viii) "Person" means an individual,  a limited liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (ix) "Principal Market" means the Nasdaq National Market.

          (x) "Securities Act" means the Securities Act of 1933, as amended.

          (xi) "Warrant" means this Warrant and all warrants issued in exchange,
     transfer or replacement thereof.

          (xii) "Warrant Exercise Price" shall be $8.00.

          (xiii) OTHER DEFINITIONAL  PROVISIONS.  Except as otherwise  specified
     herein, all references herein (A) to the Company shall be deemed to include
     the Company's  successors and (B) to any applicable law defined or referred
     to herein,  shall be deemed  references to such  applicable law as the same
     may have been or may be amended  or  supplemented  from time to time.  When
     used in this Warrant,  the words "herein,"  "hereof," and  "hereunder," and
     words of similar import,  shall refer to this Warrant as a whole and not to
     any provision of this Warrant,  and the words  "Section,"  "Schedule,"  and
     "Exhibit"  shall refer to Sections of, and  Schedules and Exhibits to, this
     Warrant unless otherwise specified.  Whenever the context so requires,  the
     neuter gender  includes the masculine or feminine,  and the singular number
     includes the plural, and vice versa.

     2. EXERCISE OF WARRANT.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of

                                       3
<PAGE>

business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased;  (ii) (A) payment to the Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this  Warrant is being  exercised  (the  "Aggregate  Exercise
Price")  in cash,  certified  or bank  funds  or wire  transfer  of  immediately
available  funds  or (B)  notifying  the  Company  that  this  Warrant  is being
exercised  pursuant to a Cashless  Exercise  (as defined in Section  2(e));  and
(iii)  the   surrender  of  this  Warrant  (or  a  Lost  Warrant   Affidavit  in
substantially  the form annexed hereto as Exhibit C with respect to this Warrant
in the case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company;  provided, that if such Warrant Shares are to be issued
in any name  other  than that of the  registered  holder of this  Warrant,  such
issuance  shall be deemed a transfer  and the  provisions  of Section 8 shall be
applicable.  In the event of any  exercise  of the  rights  represented  by this
Warrant in compliance  with this Section  2(a),  the Company shall on the second
Business Day following the date of receipt of the Exercise Notice, the Aggregate
Exercise  Price (or notice of a Cashless  Exercise)  and this Warrant (or a Lost
Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C with
respect to this  Warrant  in the case of its loss,  theft or  destruction)  (the
"Exercise Delivery Documents"), credit such aggregate number of shares of Common
Stock to which the holder (or its  designee)  shall be entitled to the  holder's
(or its designee's) balance account with The Depository Trust Company; provided,
however,  if the holder who submitted  the Exercise  Notice  requested  physical
delivery of any or all of the Warrant  Shares,  then the  Company  shall,  on or
before the second  Business  Day  following  receipt  of the  Exercise  Delivery
Documents issue and surrender to a common carrier for overnight  delivery to the
address specified in the Exercise Notice, a certificate,  registered in the name
of the holder  (or its  designee),  for the number of shares of Common  Stock to
which the holder (or its  designee)  shall be  entitled.  Upon  delivery  of the
Exercise  Notice and Aggregate  Exercise Price referred to above or notification
to the Company of a Cashless Exercise referred to in Section 2(e), the holder of
this Warrant (or its  designee)  shall be deemed for all  corporate  purposes to
have  become the holder of record of the Warrant  Shares  with  respect to which
this Warrant has been  exercised,  irrespective  of the date of delivery of this
Warrant as required by clause (iii) above or the  certificates  evidencing  such
Warrant Shares.  In the case of a dispute as to the determination of the Warrant
Exercise Price or the Market Price of a security or the  arithmetic  calculation
of the Warrant  Shares,  the Company shall  promptly issue to the holder (or its
designee)  the number of shares of Common  Stock that is not  disputed and shall
submit the disputed  determinations or arithmetic calculations to the holder via
facsimile within one Business Day of receipt of the holder's Exercise Notice. If
the holder and the  Company  are unable to agree upon the  determination  of the
Warrant  Exercise  Price or the Market Price or  arithmetic  calculation  of the
Warrant  Shares  within one day of such  disputed  determination  or  arithmetic
calculation  being submitted to the holder,  then the Company shall  immediately
submit via  facsimile  (i) the disputed  determination  of the Warrant  Exercise
Price or the Market Price to an independent,  reputable  investment banking firm
of nationally  recognized standing,  mutually acceptable to both the Company and
the holder, or (ii) the disputed arithmetic calculation of the Warrant Shares to
an independent,  outside accountant, mutually acceptable to both the Company and
the  holder.  The  Company,  at its  sole  cost and  expense,  shall  cause  the


                                       4
<PAGE>

investment  banking firm or the  accountant,  as the case may be, to perform the
determinations  or  calculations  and notify the  Company  and the holder of the
results no later than  forty-eight  (48)  hours  from the time it  receives  the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

     (b) Unless the rights  represented  by this  Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than two (2)  Business  Days after  delivery  of the  Exercise
Delivery Documents and at its own expense,  issue a new Warrant identical in all
respects to this Warrant  exercised except it shall represent rights to purchase
the number of Warrant  Shares  purchasable  immediately  prior to such  exercise
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

     (c) No fractional shares of Common Stock are to be issued upon the exercise
of this  Warrant,  but rather the number of shares of Common  Stock  issued upon
exercise of this Warrant shall be rounded up to the nearest whole number.

     (d) If the  Company  shall fail for any reason or for no reason to issue to
the holder  within two (2)  Business  Days of receipt of the  Exercise  Delivery
Documents,  a certificate  for the number of shares of Common Stock to which the
holder (or its  designee) is entitled or to credit the holder's (or  designee's)
balance  account with The Depository  Trust Company for such number of shares of
Common Stock to which the holder (or its designee) is entitled upon the holder's
exercise  of this  Warrant or a new  Warrant  for the number of shares of Common
Stock to which such holder is  entitled  pursuant to Section  2(b)  hereof,  the
Company  shall,  in addition  to any other  remedies  under this  Warrant or the
Agreement or otherwise  available to such holder,  including any indemnification
under the  Agreement,  pay as additional  damages in cash to such holder on each
day the issuance of such Common Stock  certificate  or new Warrant,  as the case
may be, is not timely  effected,  an amount  equal to 0.5% of the product of (A)
the sum of the number of shares of Common Stock not issued to the holder (or its
designee)  on a timely  basis  and to which  the  holder  (or its  designee)  is
entitled and/or, the number of shares represented by the portion of this Warrant
which is not being  converted,  as the case may be,  and (B) the  average of the
Closing Sale Price of the Common Stock for the five (5) consecutive trading days
immediately preceding the last possible date which the Company could have issued
such  Common  Stock  or  Warrant,  as the  case may be,  to the  holder  without
violating this Section 2.

     (e) The holder of this Warrant  may, at its election  exercised in its sole
discretion at any time (including,  without  limitation,  after receipt from the
Company of the  Company's  intent to exercise  its rights  pursuant to Section 4
hereof),  exercise  this  Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate  Exercise Price,  elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "Cashless Exercise"):


                                       5
<PAGE>

               Net Number = (A X B) - (A X C)
                            -----------------
                                    B

               For purposes of the foregoing formula:

                   A = the total  number of shares with respect to which
                   this Warrant is then being exercised.

                   B = the Market  Price as of the date of the  Exercise
                   Notice.

                   C = the Warrant Exercise Price then in effect for the
                   applicable   Warrant  Shares  at  the  time  of  such
                   exercise.

     3.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

                    (1)  other  or  additional  stock  or  other  securities  or
               property (other than cash) by way of dividend,

                    (2) any cash or other  property  paid or payable  out of any
               source other than  retained  earnings  (determined  in accordance
               with generally accepted accounting principles), or

                    (3)  other  or  additional  stock  or  other  securities  or
               property  (including  cash)  by  way  of  stock-split,  spin-off,
               reclassification,  combination  of  shares or  similar  corporate
               rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 2, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to
in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise  if on the  Issuance  Date such holder had been the holder of record of
the number of shares of Common  Stock called for on the face of this Warrant (or
the portion hereof being exercised at such time), and had thereafter, during the
period  from the  Issuance  Date to and  including  the  date of such  exercise,
retained such shares and/or all other or additional  stock and other  securities
and  property  (including  cash in the cases  referred  to in clause (2) and (3)


                                       6
<PAGE>

above)  receivable by it as aforesaid  during such period,  giving effect to all
adjustments called for during such period by Sections 3(a) and 3(b).

     (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION AND MERGER. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  3(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive a dividend or other  distribution  payable in  additional  shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

               (1) the Warrant  Exercise Price then in effect shall be decreased
as of the time of the issuance of such  additional  shares or, in the event such
record  date is fixed,  as of the close of  business  on such  record  date,  by
multiplying  the  Warrant  Exercise  Price then in effect by a fraction  (A) the
numerator  of which is the total  number of shares of Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such record  date,  and (B) the  denominator  of which shall be the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such issuance or the close of business on such record date as the
case may be,  plus the number of shares of Common  Stock  issuable in payment of
such  dividend  or  distribution  (on an as  converted  basis in the case of the
issuance of stock or  securities  convertible  or  exchangeable  for such Common
Stock or such other stock or securities); PROVIDED, HOWEVER, that if such record
date is fixed and such dividend is not fully paid or if such distribution is not
fully made on the date fixed  therefor,  the  Warrant  Exercise  Price  shall be
recomputed  accordingly  as of the close of business on such  record  date,  and
thereafter the Warrant Exercise Price shall be adjusted pursuant to this Section
3(c) as of the time of actual payment of such dividends or distributions; and


                                       7
<PAGE>

               (2) the number of shares of Common Stock  theretofore  receivable
upon the exercise of this  Warrant  shall be  increased,  as of the time of such
issuance or, in the event such record date is fixed, as of the close of business
on such  record  date,  in inverse  proportion  to the  decrease  in the Warrant
Exercise Price.

     (d) STOCK SPLIT AND REVERSE STOCK SPLIT. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Warrant Exercise Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of  shares,  the  Warrant  Exercise  Price then in effect
immediately   before  that  reverse   stock  split  or   combination   shall  be
proportionately  increased and the number of shares of Common Stock  theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment  under this Section 3(d) shall become  effective at the close of
business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

     4.  REDEMPTION AT THE  COMPANY'S  ELECTION.  The Company,  upon thirty (30)
days' prior  written  notice to the  holder,  may elect to redeem all or part of
this  Warrant at a price  equal to $0.01 per  Warrant  Share  issuable  upon the
exercise hereof,  if, but only if: (i) the Closing Bid Price shall have exceeded
one hundred fifty  percent  (150%) of the Warrant  Exercise  Price (as equitably
adjusted to reflect any merger,  consolidation or  reorganization of the Company
or any stock split, subdivision,  reverse stock split or combination effected by
the Company) on each of the twenty (20) consecutive trading days ending not more
than one Business Day prior to the date on which the notice of redemption  shall
be delivered to the holder, (ii) the registration statement required to be filed
pursuant to the terms of that certain Registration Rights Agreement of even date
herewith,  by and among the Company  and the other  parties  signatory  thereto,
shall be  effective  and permit the sale of all  Warrant  Shares,  and (iii) the
Common Stock shall be listed and trading on the Nasdaq National Market,  AMEX or
the NYSE. Any such redemption  shall be effective on the thirtieth day following
the delivery of such notice, PROVIDED, HOWEVER, that the holder may elect at any
time prior to the effective date of redemption to exercise all or any portion of
this Warrant in accordance with the terms hereof; and PROVIDED FURTHER, that the
Company's  right to redeem this Warrant  shall be suspended if, after the notice
has been delivered,  the Warrant Shares may not be sold pursuant to an effective
registration statement for any reason whatsoever or the Common Stock shall cease
to be listed and trading on the Nasdaq  National  Market,  AMEX or the NYSE. The
notice period shall then be extended for a period of time equal to the number of
days during the notice period during which the registration  statement shall not
have  permitted  the sale of such  Warrant  Shares or the Common Stock shall not
have been so listed and trading, as the case may be; PROVIDED, HOWEVER, that the
notice  period  shall not begin to run until  such time as the  holder  receives
notice from the Company that the registration  statement permits the sale of the
Warrant Shares and/or the Common Stock shall have been so listed and trading, as


                                       8
<PAGE>

the case may be;  PROVIDED,  FURTHER,  that the effective date of the redemption
shall be no less than 10 Business Days from the date of such subsequent  notice.
The redemption price shall be payable in full, in cash, on the effective date of
any redemption  pursuant to this paragraph (4). A redemption notice delivered by
the Company pursuant to this paragraph (4) shall be irrevocable. Notwithstanding
the foregoing, the Company's right to redeem all or part of this Warrant may not
be  exercised  if on the date on  which  the  Company  delivers  notice  of such
exercise  the Market  Price  shall be less than  $12.00 per share (as  equitably
adjusted to reflect any merger,  consolidation or  reorganization of the Company
or any stock split, subdivision,  reverse stock split or combination effected by
the Company).

     5. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and agrees as
follows:

     (a) This  Warrant  is,  and any  Warrants  issued  in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

     (b) All Warrant  Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     (c) During the period within which the rights  represented  by this Warrant
may be exercised,  the Company will at all times have authorized and reserved at
least 100% of the  number of shares of Common  Stock  needed to provide  for the
exercise of the rights  then  represented  by this  Warrant and the par value of
said  shares will at all times be less than or equal to the  applicable  Warrant
Exercise Price.

     (d) The  Company  shall  secure the  listing of the shares of Common  Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated  quotation  system, if any, upon which shares of Common Stock are then
listed within the time required by such exchange or quotation system's rules and
regulations  and shall  maintain,  so long as any other  shares of Common  Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national  securities exchange or automated quotation system within the time
required by such exchange or quotation  system's rules and  regulations,  as the
case may be, and shall  maintain  such  listing of, any other  shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

     (e) The Company will not, by amendment of its Certificate of  Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the

                                       9
<PAGE>

taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant  above the Warrant  Exercise  Price then in effect,
and (ii) will take all such actions as may be necessary or  appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this Warrant.

     (f) This Warrant will be binding upon any entity  succeeding to the Company
by merger,  consolidation  or  acquisition  of all or  substantially  all of the
Company's   assets  and  any  such   successive   mergers,   consolidations   or
acquisitions.

     6. TAXES. The Company shall pay any and all taxes which may be payable with
respect to the  issuance and  delivery of Warrant  Shares upon  exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax that may be  payable in respect  of any  transfer  involved  in the issue or
delivery of Common  Stock or other  securities  or property in a name other than
that of the  registered  holders of this Warrant to be converted and such holder
shall pay such amount, if any, to cover any applicable transfer or similar tax.

     7.  WARRANT   HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided  herein,  no holder of this Warrant,  solely by virtue of
such  holding,  shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent  to any  corporate  action  (whether a  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     8. REPRESENTATIONS OF HOLDER. The holder of this Warrant, by the acceptance
hereof,  represents that it is acquiring this Warrant and the Warrant Shares for
its own account for investment  only and not with a view towards,  or for resale
in  connection  with,  the public sale or  distribution  of this  Warrant or the
Warrant  Shares,  except  pursuant to sales  registered  or  exempted  under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of


                                       10
<PAGE>

this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act.

     9. OWNERSHIP AND TRANSFER.

     (a) The Company shall maintain at its principal  executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder  thereof for all purposes,  but in all events  recognizing  any transfers
made in accordance with the terms of this Warrant.

     (b) This Warrant and the rights  granted  hereunder  shall be assignable by
the holder hereof without the consent of the Company.

     (c) The  Company is  obligated  to register  the Warrant  Shares for resale
under the Securities Act pursuant to the Registration Rights Agreement, dated as
of December 30,  1999,  by and among the Company and the  Investors  (as defined
therein) (the  "Registration  Rights  Agreement") and any holder of this Warrant
(and the assignees thereof) is entitled to the registration rights in respect of
the Warrant Shares as set forth in the Registration Rights Agreement.

     10. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company  shall,  on receipt of an executed
Lost Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C
(or, in the case of a mutilated  Warrant,  the Warrant),  issue a new Warrant of
like  denomination  and tenor as this  Warrant  so lost,  stolen,  mutilated  or
destroyed.

     11. NOTICE. Any notices, consents, waivers or other communications required
or  permitted to be given under the terms of this Warrant must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  Business  Day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:


                                       11
<PAGE>

          If to the Company:

          SkyMall, Inc.
          1520 East Pima Street
          Phoenix, Arizona 85034
          Telephone: 602-254-8620
          Facsimile: 602-254-6544
          Attention: Robert M. Worsley, President and Chief Executive Officer

          With copy to:

          Squire, Sanders & Dempsey L.L.P.
          Two Renaissance Square
          40 North Central Avenue, Suite 2700
          Phoenix, Arizona 85004
          Telephone: 602-528-4000
          Facsimile: 602-253-8129
          Attention: Gregory R. Hall, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on the  Schedule  of  Investors  to the  Agreement,  with  copies  to such
holder's  representatives as set forth on such Schedule of Investors, or at such
other  address and  facsimile as shall be delivered to the Company by the holder
at any time.  Each party shall  provide five days' prior  written  notice to the
other party of any change in address or facsimile number.  Written  confirmation
of receipt (A) given by the recipient of such notice,  consent,  waiver or other
communication,  (B)  mechanically  or  electronically  generated by the sender's
facsimile machine containing the time, date,  recipient  facsimile number and an
image of the first page of such  transmission  or (C)  provided by a  nationally
recognized  overnight delivery service shall be rebuttable  evidence of personal
service,  receipt by facsimile or receipt from a nationally recognized overnight
delivery   service  in  accordance   with  clause  (i),  (ii)  or  (iii)  above,
respectively.

     12. DATE. The date of this Warrant is December 30, 1999.  This Warrant,  in
all events,  shall be wholly void and of no effect after 11:59 P.M. Eastern Time
on the Expiration Date, except to the extent previous  exercised and except that
notwithstanding  any other provisions  hereof, the provisions of Section 8 shall
continue in full force and effect  after such date as to any  Warrant  Shares or
other securities issued upon the exercise of this Warrant.

     13.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions of the Warrants  issued  pursuant to the Agreement may be amended and
the Company may take any action  herein  prohibited,  or omit to perform any act
herein  required to be  performed  by it, only if the Company has  obtained  the
written consent of the holders of Warrants  representing  66.7% of the shares of
Common Stock obtainable upon exercise of the Warrants then outstanding; provided
that,  other than as  provided  in Section 3, no such  action may  increase  the
Warrant  Exercise Price of the Warrants,  decrease the number of shares or alter


                                       12
<PAGE>

the class of stock  obtainable  upon  exercise  of any  Warrants,  or  otherwise
materially adversely effect the rights of the holder of this Warrant without the
written consent of such holder.

     14.  DESCRIPTIVE  HEADINGS;  GOVERNING LAW;  JURISDICTION.  The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The construction,
validity,  enforcement and  interpretation  of this Warrant shall be governed by
the internal laws of the State of New York,  without giving effect to any choice
of law or conflict of law  provision or rule  (whether of the State of New York,
or any other  jurisdictions) that would cause the application of the laws of any
jurisdictions  other than the State of New York.  Each of the parties hereto (i)
hereby  irrevocably  submits to the exclusive  jurisdiction of the United States
District Court,  the New York State courts and other courts of the United States
sitting in New York  County,  New York for the  purposes of any suit,  action or
proceeding  arising out of or relating to this Agreement and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding,  any claim that
it is not personally  subject to the jurisdiction of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit, action or proceeding is improper.  Each of the parties hereto consents
to process being served in any such suit, action or proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Warrant  and agrees  that such  service  shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing in his paragraph shall affect or
limit any right to serve process in any other manner permitted by law.



                            [Signature Page Follows]


                                       13
<PAGE>

                                       SKYMALL, INC.



                                       By: ____________________________________


                                       Name: __________________________________


                                       Title:  ________________________________





                                       14

<PAGE>

                              EXHIBIT A TO WARRANT
                                SUBSCRIPTION FORM
        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
                                  SKYMALL, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common Stock ("Warrant  Shares") of SkyMall,
Inc., a Nevada  corporation (the  "Company"),  evidenced by the attached Warrant
(the "Warrant").  Capitalized  terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.

         1. Form of Warrant  Exercise Price.  The Holder intends that payment of
the Warrant Exercise Price shall be made as:

            ____________  a "CASH EXERCISE" with respect to ____________________
                          Warrant Shares; and/or

            ____________  a "CASHLESS  EXERCISE" with respect to _______________
                          Warrant Shares (to the  extent  permitted by the terms
                          of the Warrant).

         2. Payment of Warrant  Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: _______________ __, ______


________________________________
   Name of Registered Holder

By: ____________________________
    Name:
    Title:


                                       A-1
<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of SkyMall, Inc., a Nevada corporation,
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _________________, ____



                                          ______________________________________

                                          By:  _________________________________

                                          Its: _________________________________


                                       B-1
<PAGE>

                              EXHIBIT C TO WARRANT

                            FORM OF AFFIDAVIT OF LOSS

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

     1. Deponent is an adult whose mailing address is:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     2.  Deponent is the  recipient of a Warrant (the  "Warrant")  from SkyMall,
Inc. (the "Company"), dated ___________________________________ for the purchase
of  ___________________________________  shares of Common Stock, par value $.001
per share,  of the Company,  at an exercise price of  $_________________________
per share.

     3. The Warrant has been lost,  stolen,  destroyed or  misplaced,  under the
following circumstances:








     4. The Warrant was not endorsed.

     5. Deponent has made a diligent search for the Warrant, and has been unable
to find or recover same, and Deponent was the unconditional owner of the Warrant
at the time of loss,  and is  entitled  to the  full  and  exclusive  possession
thereof;  that neither the Warrant nor the rights of Deponent  therein  have, in
whole or in part, been assigned, transferred, hypothecated, pledged or otherwise
disposed of, in any manner whatsoever,  and that no person,  firm or corporation
other than the Deponent has any right,  title, claim, equity or interest in, to,
or respecting  the Warrant.



                                       C-1
<PAGE>

     6. Deponent makes this Affidavit for the purpose of requesting and inducing
the  Company  and its  agents to issue a new  warrant  in  substitution  for the
Warrant.

     7. If the Warrant should ever come into the hands,  custody or power of the
Deponent or the Deponent's representatives, agents or assigns, the Deponent will
immediately and without consideration  surrender the Warrant to the Company, its
representatives,  agents or assigns,  its transfer agents or subscription agents
for cancellation.

     8. The Deponent hereby  indemnifies and holds harmless the Company from any
claim or demand for payment or  reimbursement of any party arising in connection
with the subject matter of this Affidavit.

Signed, sealed and dated:  _________________________



                                             ___________________________________
                                             Deponent


Sworn to and subscribed before me this
____ day of _____________, _________



______________________________________
Notary Public

                                      C-2



                                                                     Exhibit 4.5

- --------------------------------------------------------------------------------

                                  SKYMALL, INC.

                                       AND

                            ________________________

                                PLACEMENT AGENT'S

                                WARRANT AGREEMENT

                          DATED AS OF _________, 1999

- --------------------------------------------------------------------------------

     PLACEMENT  AGENT'S WARRANT  AGREEMENT  dated as of _________,  1999 between
SKYMALL,     INC.,    a    Nevada     corporation    (the    "Company"),     and
_________________________  (hereinafter  referred to variously as the  "Holder",
"_________" or the "Placement Agent").

                              W I T N E S S E T H:

     WHEREAS,  the Company proposes to issue to _______________ or its designees
warrants  ("Warrants") to purchase up to an aggregate _________ shares of common
stock of the Company ("Common Stock"); and

     WHEREAS, _______________ has agreed pursuant to a Placement Agent agreement
(the  "Placement  Agent's  Agreement")  dated  ____________,  1999  and  amended
________,  1999 between _______________ (the "Placement Agent"), and the Company
to act as Placement Agent to the Company; and

     WHEREAS,   the  Company  proposes  to  issue  to  _______________   (and/or
designees)  the  Warrants  in  connection  with  payment for  Placement  Agent's
services;

     NOW,  THEREFORE,   in  consideration  of  the  premises,   the  payment  by
___________  to the Company of an  aggregate  of  _______________  ($____),  the
agreements  herein set forth and other good and valuable  consideration,  hereby
acknowledged, the parties hereto agree as follows:


<PAGE>

     1.   GRANT. __________ is hereby granted the right to purchase, at any time
from __________, 1999,  until 5:30 P.M.,  New York time, on __________, 2004, up
to an aggregate  of  _____________  shares of Common Stock (the  "Shares") at an
initial  exercise  price (subject to adjustment as provided in SECTION 8 hereof)
of $7.00 per share of Common Stock  subject to the terms and  conditions of this
Agreement.  Except as set forth herein, the Shares issuable upon exercise of the
Warrants are in all  respects  identical to the shares of Common Stock that have
been issued to the public.

     2.   WARRANT  CERTIFICATES.   The  warrant   certificates   (the   "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions,  omissions,  substitutions, and other variations as
required or permitted by this Agreement.

     3.   EXERCISE OF WARRANT.

          3.1 METHOD OF EXERCISE.  The Warrants  initially are exercisable at an
aggregate  initial exercisE price per share of Common Stock set forth in SECTION
6 hereof  payable by certified or official bank check in New York Clearing House
funds,  subject to adjustment as provided in SECTION 8 hereof. Upon surrender of
a Warrant  Certificate  with the  annexed  Form of  Election  to  Purchase  duly
executed,  together with payment of the Exercise Price (as hereinafter  defined)
for the shares of Common Stock purchased at the Company's  principal  offices in
Phoenix,  Arizona (presently located at 1520 East Pima Street, Phoenix,  Arizona
85034) the  registered  holder of a Warrant  Certificate  ("Holder" or "Holder")
shall be entitled to receive a  certificate  or  certificates  for the shares of
Common Stock so  purchased.  The  purchase  rights  represented  by each Warrant
Certificate are exercisable at the option of the Holder thereof,  in whole or in
part  (but not as to  fractional  shares  of the  Common  Stock  underlying  the
Warrants).  Warrants  may be  exercised to purchase all or part of the shares of
Common Stock represented  thereby.  In the case of the purchase of less than all
the  shares of Common  Stock  purchasable  under any  Warrant  Certificate,  the
Company shall cancel said Warrant  Certificate  upon the  surrender  thereof and
shall  execute  and  deliver a new  Warrant  Certificate  of like  tenor for the
balance of the shares of Common Stock purchasable thereunder.

          3.2  EXERCISE BY  SURRENDER  OF WARRANT.  In addition to the method of
payment  set  forth  in  SECTION  3.1 and in lieu of any cash  payment  required
thereunder,  the Holder(s) of the Warrants  shall have the right at any time and
from time to time to exercise  the  Warrants in full or in part by  surrendering
the Warrant  Certificate in the manner  specified in SECTION 3.1 in exchange for
the  number of Shares  equal to the  product  of (x) the  number of Shares as to
which the  Warrants  are  being  exercised  multiplied  by (y) a  fraction,  the
numerator  of which is the Market Price (as defined in SECTION 3.3 below) of the
Shares  less the  Exercise  Price and the  denominator  of which is such  Market
Price.  Solely  for the  purposes  of this  paragraph,  Market  Price  shall  be
calculated  either (i) on the date which the form of election attached hereto is
deemed to have been sent to the Company  pursuant to SECTION 13 hereof  ("Notice
Date") or (ii) as the average of the Market  Prices for each of the five trading
days preceding the Notice Date, whichever of (i) or (ii) is greater.

          3.3  DEFINITION OF MARKET PRICE.  As used herein,  the phrase  "Market
Price" at any date shall bE deemed to be the last  reported  sale price,  or, in


                                       2
<PAGE>

case no such  reported  sale takes  place on such day,  the  average of the last
reported  sale  prices for the last three (3)  trading  days,  in either case as
officially  reported by the  principal  securities  exchange on which the Common
Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM"),
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities  exchanged  or  quoted  by NNM,  the  average  closing  bid  price as
furnished  by the NASD through NNM or similar  organization  if NNM is no longer
reporting  such  information,  or if the Common  Stock is not quoted on NNM,  as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it.

         4.   ISSUANCE OF CERTIFICATES.  Upon the exercise of the Warrants, the
issuance of  certificates  for shares of Common Stock  and/or other  securities,
properties or rights  underlying such Warrants,  shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
thereof including,  without limitation,  any tax which may be payable in respect
of the issuance thereof,  and such certificates shall (subject to the provisions
of SECTIONS 5 and 7 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof;  provided,  however, that the Company shall not
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issuance and delivery of any such  certificates  in a name other
than that of the  Holder,  and the  Company  shall not be  required  to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

          The Warrant Certificates and the certificates  representing the Shares
underlying the Warrants  (and/or other  securities,  property or rights issuable
upon the exercise of the Warrants) shall be executed on behalf of the Company by
the manual or facsimile  signature of the then  Chairman or Vice Chairman of the
Board of  Directors or  President  or Vice  President  of the  Company.  Warrant
Certificates  shall be dated the date of  execution  by the Company upon initial
issuance, division, exchange, substitution or transfer.

          5.   RESTRICTION  ON  TRANSFER  OF  WARRANTS.  The Holder of a Warrant
Certificate,  by its acceptance thereof,  covenants and agrees that the Warrants
are being  acquired  as an  investment  and not with a view to the  distribution
thereof, except to officers or employees of the Holder.

          6.   EXERCISE PRICE.

               6.1  INITIAL AND  ADJUSTED  EXERCISE  PRICE.  Except as otherwise
provided in SECTION 8 hereof,  the initial  exercise price of each Warrant shall
be $7.00 per share of Common  Stock.  The adjusted  exercise  price shall be the
price which shall result from time to time from any and all  adjustments  of the
initial  exercise  price in accordance  with the provisions of SECTION 8 hereof.
Any transfer of a Warrant shall constitute an automatic  transfer and assignment
of the  registration  rights  set forth in SECTION 7 hereof  with  regard to the
Common Stock, properties or rights underlying the Warrants.

               6.2  EXERCISE PRICE.  The term "Exercise Price" herein shall mean
the initial  exercise price or the adjusted  exercise price,  depending upon the
context.


                                       3
<PAGE>

          7.   REGISTRATION RIGHTS.

               7.1  PIGGYBACK REGISTRATION. If, at any time commencing after the
date hereof and expiring  seven (7) years from the effective  date,  the Company
proposes to register any of its equity  securities  under the Act (other than in
connection  with a merger or pursuant  to Form S-8 or S-4) it will give  written
notice by registered mail, at least thirty (30) days prior to the filing of each
such registration  statement,  to ____________ and to all other Holder(s) of the
Warrants  and/or  the  Warrant   Securities  of  its  intention  to  do  so.  If
_______________  or other  Holder(s) of the Warrants  and/or Warrant  Securities
notify the Company  within  twenty (20)  business days after receipt of any such
notice of its or their desire to include any such  securities  in such  proposed
registration statement, the Company shall afford ____________ and such Holder(s)
of the Warrants  and/or  Warrant  Securities  the  opportunity  to have any such
Warrant  Securities  registered  under such  registration  statement  (sometimes
referred to herein as the "Piggyback Registration").

               Notwithstanding  the  provisions of this SECTION 7.1, the Company
shall  have the  right at any time  after it shall  have  given  written  notice
pursuant to this  SECTION  7.1  (irrespective  of whether a written  request for
inclusion of any such securities  shall have been made) to elect not to file any
such proposed registration  statement,  or to withdraw the same after the filing
but prior to the effective date thereof.

               If  a  Piggyback   Registration   is  an   underwritten   primary
registration on behalf of the Company, and the managing  underwriters advise the
Company in writing that in their reasonable opinion based upon market conditions
the number of securities  requested to be included in such registration  exceeds
the number  which can be sold in such  offering the Company will include in such
registration  (i) first,  the  securities  the Company  proposes  to sell,  (ii)
second,  the Warrant  Securities  requested to be included in such registration,
pro rata  among the  Holders  of such  Warrant  Securities,  on the basis of the
number of shares  requested  by such  holders to be  included,  and (iii) third,
other securities to be included in such registration.

               7.2  DEMAND REGISTRATION.

               (a)  At any time  after the date  hereof  and  expiring  five (5)
years  from the  effective  date,  the  Holder of the  Warrants  and/or  Warrant
Securities representing a "Majority" (as hereinafter defined) of such securities
(assuming the exercise of all of the Warrants) shall have the right (which right
is in addition to the registration rights under SECTION 7.1 hereof), exercisable
by written notice to the Company,  to have the Company prepare and file with the
Securities  and Exchange  Commission  (the  "Commission"),  on one  occasion,  a
registration statement and such other documents,  including a prospectus, as may
be  necessary  in the  opinion of both  counsel  for the Company and counsel for
_______________  and Holder,  in order to comply with the provisions of the Act,
so as to  permit  a  public  offering  and  sale  of  their  respective  Warrant
Securities for nine (9)  consecutive  months by such Holder and any other Holder
of the Warrants and/or Warrant Securities who notify the Company within ten (10)
days after receiving notice from the Company of such request.

               (b)  The Company  covenants and agrees to give written  notice of
any  registration  request  under this SECTION 7.2 by any Holder or Holder(s) to
all other registered Holder(s) of the Warrants and the Warrant Securities within
ten (10) days from the date of the receipt of any such registration request.


                                       4
<PAGE>

               (c)  In addition to the registration rights under SECTION 7.1 and
subsection (a) of this SECTION 7.2, at any time commencing after the date hereof
and  expiring  five (5) years from the  effective  date,  any Holder of Warrants
and/or Warrant  Securities shall have the right,  exercisable by written request
to the Company, to have the Company prepare and file, on one occasion,  with the
Commission a registration  statement so as to permit a public  offering and sale
for nine (9)  consecutive  months by any such Holder of its Warrant  Securities,
provided,  however, that the provisions of SECTION 7.3(b) hereof shall not apply
to any such registration request and registration and all costs incident thereto
shall be at the expense of the Holder or Holders making such request.

               (d)  Notwithstanding  anything to the contrary  contained herein,
if the Company  shall not have filed a  registration  statement  for the Warrant
Securities within the time period specified in SECTION 7.3(a) hereof pursuant to
the written  notice  specified in SECTION 7.2(a) of a Majority of the Holders of
the Warrants and/or Warrant Securities,  the Company shall have the option, upon
the written  notice of  election  of a Majority  of the Holders of the  Warrants
and/or Warrant  Securities,  to repurchase (i) any and all Warrant Securities at
the higher of the Market  Price per share of Common Stock on (x) the date of the
notice  sent  pursuant  to SECTION  7.2(a) or (y) the  expiration  of the period
specified  in SECTION  7.3(a) and (ii) any and all Warrants at such Market Price
less the Exercise Price of such Warrant. Such repurchase shall be in immediately
available  funds and shall close  within two (2) days after the later of (i) the
expiration of the period specified in SECTION 7.3(a) or (ii) the delivery of the
written notice of election  specified in this SECTION 7.2(d).  The Company shall
have no  obligation  to exercise the option that may be granted  pursuant to the
terms of this paragraph (d) of SECTION 7.2 hereof.

               7.3  COVENANTS OF THE COMPANY WITH  RESPECT TO  REGISTRATION.  In
connection with any  registration  under SECTION 7.1 or 7.2 hereof,  the Company
covenants and agrees as follows:

               (a)  The   Company   shall  use  its  best   efforts  to  file  a
registration  statement  within  thirty  (30)  days  of  receipt  of any  demand
therefor,  shall  use its  best  efforts  to have  any  registration  statements
declared  effective at the earliest possible time, and shall furnish each Holder
desiring  to sell  Warrant  Securities  such  number  of  prospectuses  as shall
reasonably be requested.

               (b)  The Company shall pay all costs (excluding fees and expenses
of Holder(s)'  counsel and any  underwriting or selling  commissions),  fees and
expenses  in  connection  with all  registration  statements  filed  pursuant to
SECTIONS 7.1 and 7.2(a)  hereof  including,  without  limitation,  the Company's
legal and accounting fees,  printing expenses,  blue sky fees and expenses.  The
Holder(s)  will  pay all  costs,  fees  and  expenses  in  connection  with  any
registration  statement filed pursuant to SECTION  7.2(c).  If the Company shall
fail to comply with the  provisions of SECTION  7.3(a),  the Company  shall,  in
addition to any other equitable or other relief  available to the Holder(s),  be
liable for any or all incidental or special  damages  sustained by the Holder(s)
requesting registration of their Warrant Securities.

               (c)  The  Company  will take all  necessary  action  which may be
required in  qualifying  or  registering  the Warrant  Securities  included in a
registration  statement  for offering and sale under the  securities or blue sky
laws of such states as reasonably are requested by the Holder(s),  provided that


                                       5
<PAGE>

the Company  shall not be  obligated  to execute or file any general  consent to
service of process or to qualify as a foreign  corporation  to do business under
the laws of any such jurisdiction.

               (d)  The Company  shall  indemnify  the  Holder(s) of the Warrant
Securities to be sold pursuant to any registration statement and each person, if
any,  who  controls  such Holder  within the meaning of SECTION 15 of the Act or
SECTION 20(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
expenses  reasonably  incurred in investigating,  preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement.

               (e)  The Holder(s) of the Warrant  Securities to be sold pursuant
to a registration statement,  and their successors and assigns, shall severally,
and not jointly,  indemnify  the Company,  its officers and  directors  and each
person, if any, who controls the Company within the meaning of SECTION 15 of the
Act or SECTION 20(a) of the Exchange  Act,  against all loss,  claim,  damage or
expense  or   liability   (including   all  expenses   reasonably   incurred  in
investigating,  preparing or defending  against any claim  whatsoever)  to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from information  furnished by or on behalf of such Holder,  or their successors
or assigns, for specific inclusion in such registration statement.

               (f)  Nothing  contained in this  Agreement  shall be construed as
requiring the Holder(s) to exercise  their  Warrants prior to the initial filing
of any registration statement or the effectiveness thereof.

               (g)  The Company shall not permit the inclusion of any securities
other than the Warrant  Securities to be included in any registration  statement
filed pursuant to SECTION 7.2 hereof,  without the prior written  consent of the
Holder(s) of the Warrants and Warrant Securities representing a Majority of such
securities.

               (h)  The Company  shall furnish to each Holder  participating  in
the offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter,  of (i) an opinion of counsel to the Company,  dated
the effective date of such  registration  statement  (and, if such  registration
includes  an  underwritten  public  offering,  an opinion  dated the date of the
closing under the  underwriting  agreement),  and (ii) a "cold  comfort"  letter
dated  the  effective  date  of  such  registration   statement  (and,  if  such
registration  includes an underwritten public offering,  a letter dated the date
of the  closing  under the  underwriting  agreement)  signed by the  independent
public  accountants  who  have  issued  a  report  on  the  Company's  financial
statements  included  in such  registration  statement,  in each  case  covering
substantially the same matters with respect to such registration  statement (and
the prospectus  included therein) and, in the case of such accountants'  letter,
with respect to events subsequent to the date of such financial  statements,  as
are  customarily  covered in opinions of  issuer's  counsel and in  accountants'
letters   delivered  to  underwriters  in  underwritten   public   offerings  of
securities.

               (i)  The Company shall as soon as practicable after the effective
date  of  the  registration  statement,  and  in  any  event  within  15  months
thereafter,  make  "generally  available  to its security  holders"  (within the


                                       6
<PAGE>

meaning  of Rule 158 under the Act) an  earnings  statement  (which  need not be
audited)  complying  with  SECTION  11(a) of the Act and covering a period of at
least  12  consecutive   months  beginning  after  the  effective  date  of  the
registration statement.

               (j)  The   Company   shall   deliver   promptly  to  each  Holder
participating  in the  offering  requesting  the  correspondence  and  memoranda
described below and to the managing  underwriters,  copies of all correspondence
between  the  Commission  and the  Company,  its  counsel  or  auditors  and all
memoranda  relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriters to do such
investigation,  upon  reasonable  advance  notice,  with respect to  information
contained in or omitted from the  registration  statement as it deems reasonably
necessary  to comply with  applicable  securities  laws or rules of the National
Association of Securities  Dealers,  Inc.  ("NASD").  Such  investigation  shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors,  all to such
reasonable  extent and at such reasonable  times and as often as any such Holder
or underwriter shall reasonably request.

               (k)  The Company shall enter into an underwriting  agreement with
the managing  underwriters selected for such underwriting by Holder(s) holding a
Majority  of  the  Warrant   Securities   requested   to  be  included  in  such
underwriting,  which may be ___________. Such agreement shall be satisfactory in
form and substance to the Company,  each Holder and such managing  underwriters,
and shall contain such representations,  warranties and covenants by the Company
and such other terms as are  customarily  contained in  agreements  of that type
used  by the  managing  underwriter.  The  Holder(s)  shall  be  parties  to any
underwriting  agreement  relating  to an  underwritten  sale  of  their  Warrant
Securities   and  may,   at  their   option,   require   that  any  or  all  the
representations,  warranties  and covenants of the Company to or for the benefit
of  such  underwriters  shall  also be  made  to and  for  the  benefit  of such
Holder(s).  Such Holder(s) shall not be required to make any  representations or
warranties to or agreements with the Company or the underwriters  except as they
may relate to such Holder(s) and their intended methods of distribution.

               (l)  In  addition  to the  Warrant  Securities,  upon the written
request therefor by any Holder(s), the Company shall include in the registration
statement any other  securities of the Company held by such  Holder(s) as of the
date of filing of such  registration  statement,  including  without  limitation
restricted  shares of Common Stock,  options,  warrants or any other  securities
convertible into shares of Common Stock.

               (m)  For  purposes  of this  Agreement,  the term  "Majority"  in
reference  to the  Holder(s)  of Warrants or Warrant  Securities,  shall mean in
excess  of fifty  percent  (50%) of the then  outstanding  Warrants  or  Warrant
Securities  that  (i)  are not  held  by the  Company,  an  affiliate,  officer,
creditor,  employee  or agent  thereof  or any of their  respective  affiliates,
members of their family,  persons acting as nominees or in conjunction therewith
and (ii) have not been resold to the public pursuant to a registration statement
filed with the Commission under the Act.


                                       7
<PAGE>

     8.   ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

          8.1  SUBDIVISION  AND  COMBINATION.  In case the Company  shall at any
time subdivide or combine thE outstanding  shares of Common Stock,  the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

          8.2  STOCK DIVIDENDS AND DISTRIBUTIONS.  In case the Company shall pay
a  dividend  in, or make A  distribution  of,  shares of Common  Stock or of the
Company's  capital stock convertible into Common Stock, the Exercise Price shall
forthwith be  proportionately  decreased.  An  adjustment  made pursuant to this
SECTION 8.2 shall be made as of the record date for the subject  stock  dividend
or distribution.

          8.3  ADJUSTMENT IN NUMBER OF SECURITIES.  Upon each  adjustment of the
Exercise  Price  pursuant  to the  provisions  of this  SECTION 8, the number of
Warrant Securities  issuable upon the exercise at the adjusted exercise price of
each  Warrant  shall be  adjusted to the nearest  full amount by  multiplying  a
number  equal  to the  Exercise  Price  in  effect  immediately  prior  to  such
adjustment  by the number of Warrant  Securities  issuable  upon exercise of the
Warrants  immediately  prior to such  adjustment  and  dividing  the  product so
obtained by the adjusted Exercise Price.

          8.4  DEFINITION  OF COMMON STOCK.  For the purpose of this  Agreement,
the term "Common  Stock" shalL mean (i) the class of stock  designated as Common
Stock in the  Articles of  Incorporation  of the Company as may be amended as of
the date  hereof,  or (ii) any other class of stock  resulting  from  successive
changes or  reclassifications  of such Common Stock consisting solely of changes
in par  value,  or from par value to no par  value,  or from no par value to par
value.

          8.5  MERGER  OR  CONSOLIDATION.  In case of any  consolidation  of the
Company  with,  or merger of thE Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental  warrant  agreement  providing that the holder of each
Warrant then  outstanding or to be outstanding  shall have the right  thereafter
(until the  expiration  of such  Warrant)  to  receive,  upon  exercise  of such
warrant,  the kind and  amount  of shares  of stock  and  other  securities  and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common Stock of the Company for which such warrant  might have been
exercised  immediately prior to such  consolidation,  merger,  sale or transfer.
Such supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments  provided in SECTION 8. The above provision of this
subsection shall similarly apply to successive consolidations or mergers.

          8.6  NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN  CASES.  No adjustment
of the Exercise Price shall be made:

          (a)  Upon the issuance or sale of the Warrants or the shares of Common
Stock issuable upon the exercise of the Warrants;


                                       8
<PAGE>

          (b)  If the  amount  of said  adjustment  shall be less than two cents
(2(cent))  per  WarRAnt  Security,  provided,  however,  that in such  case  any
adjustment  that would  otherwise  be required  then to be made shall be carried
forward and shall be made at the time of and together  with the next  subsequent
adjustment which, together with any adjustment so carried forward,  shall amount
to at least two cents (2(cent)) per Warrant Security.

          9.   EXCHANGE AND  REPLACEMENT OF WARRANT  CERTIFICATES.  Each Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase the same number of Warrant Securities in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

          Upon receipt by the Company of evidence reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of any Warrant Certificate,  and,
in case of loss,  theft or  destruction,  of  indemnity  or security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.

          10.  ELIMINATION  OF  FRACTIONAL  INTERESTS.  The Company shall not be
required to issue certificates  representing fractions of shares of Common Stock
upon the  exercise of the  Warrants,  nor shall it be required to issue scrip or
pay cash in lieu of  fractional  interests,  it being the intent of the  parties
that all fractional interests shall be eliminated by rounding any fraction up to
the  nearest  whole  number  of  shares  of  Common  Stock or other  securities,
properties or rights.

          11.  RESERVATION  AND LISTING OF SECURITIES.  The Company shall at all
times reserve and keep available out of its  authorized  shares of Common Stock,
solely for the  purpose of issuance  upon the  exercise  of the  Warrants,  such
number of shares of Common Stock or other  securities,  properties  or rights as
shall be issuable upon the exercise  thereof.  The Company  covenants and agrees
that,  upon exercise of the Warrants and payment of the Exercise Price therefor,
all shares of Common  Stock and other  securities  issuable  upon such  exercise
shall be duly and validly issued, fully paid,  non-assessable and not subject to
the  preemptive  rights of any  stockholder.  As long as the  Warrants  shall be
outstanding,  the  Company  shall use its best  efforts  to cause all  shares of
Common Stock issuable upon the exercise of the Warrants to be listed (subject to
official  notice of  issuance) on all  securities  exchanges on which the Common
Stock  issued to the public in  connection  herewith  may then be listed  and/or
quoted.

          12.  NOTICES TO WARRANT  HOLDER.  Nothing  contained in this Agreement
shall be construed as conferring upon the Holder the right to vote or to consent
or to receive notice as a stockholder in respect of any meetings of stockholders
for the  election  of  directors  or any other  matter,  or as having any rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the expiration of the Warrants and their exercise,  any of the following  events
shall occur:

          (a)  the  Company  shall take a record of the holders of its shares of
Common  Stock  for the  purpose  of  entitling  them to  receive a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings,  as indicated by the
accounting  treatment  of such  dividend  or  distribution  on the  books of the
Company; or


                                       9
<PAGE>

          (b)  the Company  shall  offer to all the holders of its Common  Stock
any additional shares of capital stock of the Company or securities  convertible
into or exchangeable for shares of capital stock of the Company,  or any option,
right or warrant to subscribe therefor; or

          (c)  a  dissolution,  liquidation  or winding up of the Company (other
than  in  connection  with  a  consolidation  or  merger)  or a  sale  of all or
substantially  all of its property,  assets and business as an entirety shall be
proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
stockholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  or payment of any such
dividend,  or the issuance of any  convertible or  exchangeable  securities,  or
subscription  rights,   options  or  warrants,   or  any  proposed  dissolution,
liquidation, winding up or sale.

          13.  NOTICES. All notices, requests, consents and other communications
hereunder  shall be in  writing  and  shall be deemed to have been duly made and
sent when delivered,  or mailed by registered or certified mail,  return receipt
requested:

          (a)  If to a registered Holder of the Warrants, to the address of such
Holder as shown on the books of the Company; or

          (b)  If to the  Company,  to the address set forth in SECTION 3 hereof
or to such other  address as the Company may  designate by notice to the Holder;
or

          (c)  If to ___________, to __________________________________________,
Attention: ___________________.

          14.  SUPPLEMENTS AND AMENDMENTS.  The Company and  _______________ may
from time to time supplement or amend this Agreement without the approval of any
holder of Warrant  Certificates  (other than  ___________)  in order to cure any
ambiguity,  to correct or supplement any provision contained herein which may be
defective  or  inconsistent  with any  provisions  herein,  or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and  ___________  may deem  necessary  or  desirable  and which the  Company and
___________  deem shall not  adversely  affect the interests of the Holder(s) of
Warrant Certificates.

          15.  SUCCESSORS.  All the covenants and  provisions of this  Agreement
shall be binding upon and inure to the benefit of the Company, the Holder(s) and
their respective successors and assigns hereunder.


                                       10
<PAGE>

          16.  TERMINATION.  This  Agreement  shall  terminate  at the  close of
business on November 4, 2006. Notwithstanding the foregoing, the indemnification
provisions  of  SECTION  7 shall  survive  such  termination  until the close of
business on November 4, 2012.

          17.  GOVERNING  LAW;  SUBMISSION TO  JURISDICTION.  This Agreement and
each Warrant  Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of New York and for all purposes  shall be construed
in accordance  with the laws of said State without giving effect to the rules of
said State governing the conflicts of laws.

          The  Company, ___________ and the Holder hereby agree that any action,
proceeding  or claim  against it arising out of, or relating in any way to, this
Agreement  shall be brought and  enforced in the courts of the State of New York
or of the United  States of America for the Southern  District of New York,  and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The  Company,  _______________  and the  Holder  hereby  irrevocably  waive  any
objection to such exclusive jurisdiction or inconvenient forum. Any such process
or summons to be served upon any of the Company,  ___________  and the Holder(s)
(at the option of the party  bringing  such action,  proceeding or claim) may be
served by transmitting a copy thereof,  by registered or certified mail,  return
receipt requested,  postage prepaid, addressed to it at the address set forth in
SECTION 13 hereof.  Such mailing shall be deemed  personal  service and shall be
legal and binding upon the party so served in any action,  proceeding  or claim.
The  Company,  _______________  and the  Holder(s)  agree  that  the  prevailing
party(ies)  in any such action or  proceeding  shall be entitled to recover from
the other  party(ies)  all of  its/their  reasonable  legal  costs and  expenses
relating to such action or proceeding  and/or  incurred in  connection  with the
preparation therefor.

          18.  ENTIRE  AGREEMENT;  MODIFICATION.  This  Agreement  contains  the
entire  understanding  between  the parties  hereto with  respect to the subject
matter hereof and may not be modified or amended except by a writing duly signed
by the party  against  whom  enforcement  of the  modification  or  amendment is
sought.

          19.  SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not
affect any other provision of this Agreement.

          20.  CAPTIONS.  The caption headings of the Sections of this Agreement
are for  convenience of reference only and are not intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

          21.  BENEFITS OF THIS  AGREEMENT.  Nothing in this Agreement  shall be
construed  to give to any  person or  corporation  other  than the  Company  and
____________ and any other registered  Holder(s) of the Warrant  Certificates or
Warrant  Securities  any legal or  equitable  right,  remedy or claim under this
Agreement;  and this Agreement  shall be for the sole benefit of the Company and
___________  and any other  registered  Holder(s)  of  Warrant  Certificates  or
Warrant Securities.

          22.  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.


                                       11
<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.


                                       SKYMALL, INC.



                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title: __________________________________
Attest:


____________________________________
Secretary


                                       _________________________________________


                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title: __________________________________



                                       12
<PAGE>

                                    EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON  EXERCISE  THEREOF  MAY NOT BE OFFERED OR SOLD  EXCEPT  PURSUANT  TO (i) AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  (ii) TO THE  EXTENT  APPLICABLE,  RULE 144  UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES),  OR (iii)
AN OPINION OF COUNSEL,  IF SUCH  OPINION  SHALL BE  REASONABLY  SATISFACTORY  TO
COUNSEL FOR THE ISSUER,  THAT AN EXEMPTION  FROM  REGISTRATION  UNDER THE ACT IS
AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                   5:30 P.M., NEW YORK TIME, ___________, 2004

No. W-_________ Warrants to Purchase

         ______ Shares of Common Stock


                               WARRANT CERTIFICATE

     This Warrant  Certificate  certifies that , or registered  assigns,  is the
registered  holder of ______  Warrants to purchase  initially,  at any time from
__________, 1999 until 5:30 p.m. New York time on __________, 2004  ("Expiration
Date"), up to (______) __________________________________________ fully-paid and
non-assessable  shares of common  stock,  ("Common  Stock") of SKYMALL,  INC., a
Nevada  corporation  (the  "Company"),  (one share of Common  Stock  referred to
individually  as a  "Security"  and  collectively  as the  "Securities")  at the
initial  exercise price,  subject to adjustment in certain events (the "Exercise
Price"),  of $7.00 per share of Common  Stock  upon  surrender  of this  Warrant
Certificate  and  payment  of the  Exercise  Price at an office or agency of the
Company,  but  subject to the  conditions  set forth  herein and in the  warrant
agreement  dated as of __________, 1999 between the Company,  and  _____________
(the  "Warrant  Agreement").  Payment  of the  Exercise  Price  shall be made by
certified or official bank check in New York Clearing House funds payable to the
order of the Company or by surrender of this Warrant  Certificate  in connection
with an election to purchase pursuant to Section 3.2.

     No  Warrant  may be  exercised  after  5:30  p.m.,  New York  time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, hereby shall thereafter be void.

                                       A-1
<PAGE>

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holder(s) (the words "holder" or  "holder(s)"  meaning the registered  holder or
registered holder(s)) of the Warrants.

     The Warrant  Agreement  provides that upon the occurrence of certain events
the  Exercise  Price  and the type  and/or  number of the  Company's  securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in the  Exercise  Price and the number
and/or type of securities issuable upon the exercise of the Warrants;  provided,
however,  that the failure of the Company to issue such new Warrant Certificates
shall not in any way  change,  alter,  or  otherwise  impair,  the rights of the
holder as set forth in the Warrant Agreement.

     Upon  due  presentment  for   registration  of  transfer  of  this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax or other  governmental  charge
imposed in connection with such transfer.

     Upon the  exercise  of less  than  all of the  Warrants  evidenced  by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

     The  Company  may deem and treat  the  registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

     All  terms  used in this  Warrant  Certificate,  which are  defined  in the
Warrant  Agreement,  shall have the  meanings  assigned  to them in the  Warrant
Agreement.


                                      A-2
<PAGE>




     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed under its corporate seal.

Dated as of ___________, 1999

                                       SKYMALL, INC.

[SEAL]

                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title: __________________________________
Attest:


____________________________________
Secretary



                                      A-3

<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant Certificate, to purchase:

                        ________ shares of Common Stock;

and herewith tenders in payment for such securities a certified or official bank
check payable in New York Clearing House Funds to the order of SkyMall,  Inc. in
the amount of $________,  all in accordance with the terms of Section 3.1 of the
Placement  Agent's  Warrant  Agreement  dated as of  ___________,  1999  between
SkyMall,  Inc.  and  ______________________.  The  undersigned  requests  that a
certificate  for such  securities  be registered in the name of whose address is
and that such Certificate be delivered to  ______________________  whose address
is ___________________.

Dated:

     Signature  _____________________________

     (Signature  must  conform in all respects to name of holder as specified on
the face of the Warrant Certificate.)


     ___________________________________
    (Insert Social Security or Other Identifying Number of Holder)


                                      A-4
<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]


     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant  Certificate,  to purchase shares of Common Stock of
SKYMALL,  INC.,  in  accordance  with the terms of Section  3.2 of that  certain
Warrant  Agreement  dated as of  ____________,  1999 between  Skymall,  Inc. and
_______________   and   herewith   tenders  in  payment   for  such   securities
__________________________ Warrants. The undersigned requests that a certificate
for such  securities  be  registered  in the name of  __________________________
whose  address  is   ___________________________________________and   that  such
Certificate  be  delivered  to  ___________________________   whose  address  is
___________________________.



Dated: _________________________________



Signature: _______________________________________
           (Signature must conform in all respects
           to name of Holder as specified on the
           face of the Warrant Certificate).


___________________________________________________
(Insert Social Security or Other Identifying Number
of Holder)


                                      A-5
<PAGE>

                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder

                  desires to transfer the Warrant Certificate.)

FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto

                  (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________ Attorney,
to transfer  the within  Warrant  Certificate  on the books of the  within-named
Company, with full power of substitution.

Dated: __________________ Signature: ________________________________
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate.)

     ________________________________________
     (Insert Social Security or Other Identifying Number of Assignee)


                                      A-6


                        Squire, Sanders & Dempsey L.L.P.
                             Two Renaissance Square
                       40 North Central Avenue, Suite 2700
                             Phoenix, Arizona 85004
                              Phone: (602) 528-4000
                            Facsimile: (602) 253-8129


                                January 12, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

     This  firm  is  counsel  for  SkyMall,  Inc.,  a  Nevada  corporation  (the
"Company").  As such, we are familiar with the Certificate of Incorporation,  as
amended,  and the Bylaws,  as amended,  of the Company,  as well as  resolutions
adopted by its Board of Directors authorizing the issuance and sale of 1,998,572
shares of the  Company's  common  stock,  par value $.001 per share (the "Common
Stock"), including 80,000 shares of Series B Junior Convertible Preferred Stock,
par value $.001 per share (the "Series B Preferred"), convertible into 1,142,857
shares of Common Stock and 855,715  Warrants  (the  "Warrants")  exercisable  to
purchase 855,715 shares of Common Stock, which are the subject of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "1993 Act").

     We also have  examined all  instruments,  documents,  and records  which we
deemed  relevant  and  necessary  for  the  basis  of  our  opinion  hereinafter
expressed. In such examination, we have assumed the genuineness and authority of
all  signatures  and  the  authenticity  of  all  documents  submitted  to us as
originals and the  conformity to the originals of all documents  submitted to us
as copies.

     Based on such  examination,  we are of the opinion that upon  conversion of
the Series A Preferred and receipt by the Company of the consideration  provided
for upon exercise of the  Warrants,  the 1,998,572 shares of Common Stock,  when
issued in  compliance  with the Series B  Preferred  and the  Warrants,  will be
validly issued, fully paid and nonassessable.

     We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is part of the Registration Statement and we hereby consent
to the use of our name in such Registration Statement. We further consent to the
filing of this opinion as Exhibit 5.1 to the Registration Statement and with the

<PAGE>

Securities and Exchange Commission                              January 12, 2000
Page 2


state  regulatory  agencies  in  such  states  as may  require  such  filing  in
connection with the  registration of the Common Stock for offer and sale in such
states.

                                           Respectfully submitted,

                                           Squire, Sanders & Dempsey L.L.P.



                                                                    Exhibit 10.1

                      STOCK AND WARRANT PURCHASE AGREEMENT

     STOCK AND WARRANT PURCHASE AGREEMENT ("Agreement") dated as of December 30,
1999,  between SkyMall,  Inc., a Nevada  corporation  (the "Company"),  and each
person or entity who executes a counterpart signature page to this Agreement and
is  listed as an  investor  on  SCHEDULE  I  attached  to this  Agreement  (each
individually an "Investor" and collectively the "Investors").

                              W I T N E S S E T H:

     WHEREAS,  the Company desires to sell and issue to the Investors  listed on
SCHEDULE I, and the  Investors  listed on SCHEDULE I desire to purchase from the
Company,  up to an  aggregate  of 80,000  shares of Series B Junior  Convertible
Preferred Stock, par value $.001 per share (the "Preferred  Stock"),  having the
rights, designations and preferences set forth in the Certificate of Designation
of the Company  (the  "Designations")  in the  identical  form and  substance of
EXHIBIT A attached hereto on the terms and conditions set forth herein; and

     WHEREAS,  each  Investor  listed on SCHEDULE I will also receive  five-year
warrants (the "Purchase  Warrants"),  in substantially the form and substance of
EXHIBIT B1 attached  hereto,  to purchase that number of shares of common stock,
par value  $.001 per  share  ("Common  Stock"),  equal to the  product  of fifty
percent (50%)  multiplied by the number of shares of Common Stock  issuable upon
conversion  of the Preferred  Stock (as of the Closing  Date)  purchased by such
Investor  at a per share  exercise  price  equal to the closing bid price of the
Common Stock on the Nasdaq National Market as of the Closing Date;

     WHEREAS,  the  Company  has agreed to issue to Wand  Partners  Inc.  ("Wand
Partners")  a  Warrant  (the  "Fee  Warrant"  and,  together  with the  Purchase
Warrants, the "Warrants"), in substantially the form and substance of EXHIBIT B2
attached  hereto,  to purchase an aggregate of 250,000 shares of Common Stock as
an  advisory  fee in  connection  with  the  transactions  contemplated  by this
Agreement; and

     WHEREAS, pursuant to the terms of the Registration Rights Agreement,  dated
as of the date hereof (the  "Registration  Rights  Agreement"),  the Company has
granted the Investors  registration  rights with respect to the shares of Common
Stock  issuable upon  conversion of the  Preferred  Stock (the "Common  Shares")
purchased hereunder and the shares of Common Stock issuable upon exercise of the
Warrants (the "Warrant Shares") pursuant to the terms thereof;

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     CERTAIN DEFINITIONS.  As used in this Agreement,  the following terms shall
have the following respective meanings:

     "Closing" and "Closing Date" shall have the meanings ascribed to such terms
in Section 1.3 herein.


<PAGE>

     "Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Holder"   and   "Holders"   shall   include  an  Investor  or   Investors,
respectively,  and any transferee of the shares of Preferred  Stock,  the Common
Shares, the Warrants or the Warrant Shares or Registrable Securities (as defined
in the Registration  Rights Agreement) which have not been sold to the public to
whom the registration rights conferred by the Registration Rights Agreement have
been transferred in compliance thereof.

     "Regulation  D" shall mean  Regulation  D as  promulgated  pursuant  to the
Securities Act, and as subsequently amended.

     "Securities"  shall mean the shares of Preferred  Stock, the Common Shares,
the Warrants and the Warrant Shares, collectively.

     "Securities  Act" or "Act"  shall  mean  the  Securities  Act of  1933,  as
amended.

                                    ARTICLE I

                   PURCHASE AND SALE OF THE STOCK AND WARRANTS

     Section 1.1 PURCHASE AND SALE. Upon the following terms and conditions, the
Company  shall issue and sell to each  Investor  listed on SCHEDULE I severally,
and each  Investor  listed on  SCHEDULE  I  severally  shall  purchase  from the
Company,  the number of shares of  Preferred  Stock and the  number of  Warrants
indicated next to such Investor's name on SCHEDULE I attached hereto.

     Section 1.2 PURCHASE PRICE.  The per share purchase price for the shares of
Preferred  Stock  shall be $100.00  per share  (the  "Preferred  Stock  Purchase
Price").  Each  Investor  listed on  SCHEDULE I will also  receive  Warrants  to
purchase  such  number of shares of Common  Stock  equal to the product of fifty
percent (50%)  multiplied by the number of shares of Common Stock  issuable upon
conversion of the Preferred Stock as of the Closing Date.

     Section 1.3 THE  CLOSING.  (a) The closing of the  purchase and sale of the
Preferred  Stock and  Warrants  (the  "Closing"),  shall take place by facsimile
transmission  of signature  pages to each of the documents  contemplated by this
Agreement,  following  acceptance by the Company of subscriptions  for shares of
Preferred Stock, which acceptance shall not occur until the conditions set forth
in Article V hereof  shall be fulfilled or waived in  accordance  herewith.  The
date on which the Closing occurs is referred to herein as the "Closing Date."

     (b) On the  Closing  Date,  the  Company  shall  deliver  to each  Investor
certificates   (with  the  number  of  and  denomination  of  such  certificates
reasonably  requested  by  such  Investor)  representing  the  Warrants  and the
Preferred Stock purchased  hereunder by such Investor  registered in the name of
such Investor or its nominee or deposit such  Warrants and Preferred  Stock into
accounts  designated by such  Investor,  and such Investor  shall deliver to the
Company the purchase  price for the Warrants and  Preferred  Stock  purchased by


                                       2
<PAGE>

such Investor hereunder by wire transfer in immediately available funds ($80,000
of such  payment to be withheld  by mutual  agreement  of the parties  hereto in
accordance with the expense  reimbursement  requirements of Section 7.17 hereof)
to an account designated in writing not less than two (2) business days prior to
the Closing  Date by the  Company.  In  addition,  each party shall  deliver all
documents,  instruments  and  writings  required to be  delivered  by such party
pursuant to this Agreement at or prior to the Closing Date.

     (c) On the Closing Date, the Company shall enter into a Registration Rights
Agreement with each Investor in the Form of EXHIBIT C attached hereto.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company
hereby  makes  the  following  representations  and  warranties  to  each of the
Investors from and as of the date hereof through the Closing Date:

     (a) ORGANIZATION AND  QUALIFICATION;  MATERIAL ADVERSE EFFECT.  The Company
owns 100% of the outstanding  capital stock of each of Durham & Company,  a Utah
corporation, Disc Publishing Inc., a Utah corporation, and skymall.com,  inc., a
Nevada corporation  (collectively,  the  "Subsidiaries"),  in each case free and
clear of all  liens,  pledges,  charges,  claims,  security  interests  or other
encumbrances.  Other than the Subsidiaries,  there are no other  corporations or
other entities  (including  partnerships,  limited liability companies and joint
ventures) in which the Company  directly or indirectly  owns at least a majority
of the voting power represented by the outstanding capital stock or other voting
securities or interests  having  voting power under  ordinary  circumstances  to
elect a majority of the directors or similar  members of the governing  body, or
otherwise to direct the management and policies,  of such corporation or entity.
Each of the Company and its Subsidiaries is a corporation duly  incorporated and
validly  existing  and in  good  standing  under  the  laws  of  its  respective
jurisdiction of incorporation and the Company and the Subsidiaries each have the
requisite  corporate power to own its properties and to carry on its business as
now being  conducted.  Each of the Company and each Subsidiary is duly qualified
as a  foreign  corporation  to do  business  and is in good  standing  in  every
jurisdiction in which the nature of the business  conducted or property owned by
it makes such  qualification  necessary other than those in which the failure so
to qualify would not, individually or in the aggregate,  have a Material Adverse
Effect.  "Material  Adverse  Effect"  means any adverse  effect on the business,
operations,  properties,  prospects,  or financial  condition of the entity with
respect  to which  such term is used and which is  material  to such  entity and
other entities  controlling or controlled by such entity,  taken as a whole, and
any material adverse effect on the transactions contemplated under the Agreement
or any other agreement or document contemplated hereby.

     (b) AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite corporate
power  and  authority  to  enter  into  and  perform  this   Agreement  and  the
Registration Rights Agreement and to issue the Securities in accordance with the
terms hereof, the terms of the Designations and the terms of the Warrants,  (ii)
the  execution  and  delivery  of this  Agreement  and the  Registration  Rights
Agreement  by  the  Company  and  the  consummation  by it of  the  transactions


                                       3
<PAGE>

contemplated  hereby and thereby,  including the issuance of the Preferred Stock
and the  Warrants in  accordance  with the terms of this  Agreement,  the Common
Shares in accordance with the terms of the  Designations  and the Warrant Shares
in accordance  with the terms of the Warrants,  have been duly authorized by all
necessary  corporate  action,  and no further  consent or  authorization  of the
Company or its Board of Directors or  stockholders  is required,  except for the
consent of the holders of the Series A Preferred Stock (as defined below) (which
consent is attached  hereto as EXHIBIT D), (iii) each of this  Agreement and the
Registration  Rights  Agreement  has been duly  executed  and  delivered  by the
Company,  and (iv) each of this Agreement and the Registration  Rights Agreement
constitutes the valid and binding obligation of the Company  enforceable against
the Company in accordance with its terms.

     (c) CAPITALIZATION. The authorized capital stock of the Company consists of
50,000,000  shares of Common Stock and  10,000,000  shares of  preferred  stock;
without  giving  effect to this  offering,  as of December 27,  1999,  there are
10,533,997  shares  of  Common  Stock  and  91,320  shares  of  Series  A Junior
Convertible  Preferred  Stock  (the  "Series  A  Preferred  Stock")  issued  and
outstanding, respectively. All of the outstanding shares of the Common Stock and
Series A  Preferred  Stock  have been  validly  issued  and are  fully  paid and
non-assessable.  Except as set  forth on  SCHEDULE  2.1(C),  no shares of Common
Stock or  preferred  stock are  entitled to  preemptive  rights or  registration
rights;  and without  giving effect to this  offering,  as of December 27, 1999,
there  are  outstanding  options  for  1,007,838  shares  of  Common  Stock  and
outstanding  warrants for 1,643,031  shares of Common Stock, in each case at the
exercise prices set forth on Schedule  2.1(c).  Except as disclosed in the prior
sentence and as contemplated by this Agreement, and the Preferred Stock Purchase
Rights issued pursuant to the Rights Agreement,  dated as of September 15, 1999,
between the Company and  Continental  Stock Transfer & Trust Company,  as Rights
Agent,  there are no other scrip,  rights to subscribe for, calls or commitments
of any character whatsoever relating to, or securities or rights exchangeable or
convertible  into,  any  shares of  capital  stock of the  Company or any of the
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any of  the  Subsidiaries  is or may  become  bound  to  issue
additional  shares of capital stock of the Company or any of the Subsidiaries or
options, warrants, scrip, rights to subscribe for, or commitments to purchase or
acquire, any shares, or securities or rights convertible into shares, of capital
stock of the Company or any of the Subsidiaries. Except for the shares of Series
A Junior  Convertible  Preferred  Stock to be issued to Rose Glen Capital Group,
Inc. (or its designated  affiliate),  the Company  represents and warrants that,
other  than  as  contemplated  by  this  Agreement,  it has no  current  plan or
intention  to sell or otherwise  issue any shares of Common Stock or  securities
convertible into or exercisable for shares of Common Stock.

     (d) ISSUANCE OF PREFERRED  STOCK,  COMMON  SHARES AND WARRANT  SHARES.  The
Preferred  Stock,  Common Shares and the Warrant Shares are duly  authorized and
the Common  Shares  and the  Warrant  Shares  will be, as of the  Closing  Date,
reserved for issuance and, upon  conversion or exercise in accordance with terms
of the  Designations  or  Warrants,  as the case may be, the  Common  Shares and
Warrant Shares will be validly issued,  fully paid and non-assessable,  free and
clear of any and all liens,  claims and  encumbrances,  and the  holders of such
Common Shares and Warrant Shares shall be entitled to all rights and preferences
accorded to a holder of Common Stock. The outstanding shares of Common Stock are
currently listed on the Nasdaq National Market ("Nasdaq").


                                       4
<PAGE>

     (e) NO CONFLICTS. The execution, delivery and performance of this Agreement
and the Registration Rights Agreement by the Company and the consummation by the
Company of the transactions  contemplated hereby and thereby do not and will not
(i)  result in a  violation  of the  charter  or Bylaws  of the  Company  or any
Subsidiary  or (ii)  conflict  with,  or constitute a default (or an event which
with notice or lapse of time or both would become a default)  under,  or give to
others any rights of termination,  amendment,  acceleration or cancellation  of,
any  agreement,  indenture,  patent,  patent  license or instrument to which the
Company or any  Subsidiary is a party,  or result in a violation of any Federal,
state,  local or  foreign  law,  rule,  regulation,  order,  judgment  or decree
(including Federal and state securities laws and regulations)  applicable to the
Company or any  Subsidiary  or by which any  property or asset of the Company or
any  Subsidiary  is bound or  affected  (except  for such  conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect); provided
that, for purposes of such representation as to Federal, state, local or foreign
law, rule or regulation, no representation is made herein with respect to any of
the same  applicable  solely  to the  Investors  and not to the  Company  or any
Subsidiary.  Neither the business of the Company nor of any  Subsidiary has been
or is being  conducted in violation of any law,  ordinance or  regulation of any
governmental  entity,  except  for  violations  which  either  singly  or in the
aggregate do not and will not have a Material Adverse Effect. The Company is not
required  under  Federal,  state,  local or foreign law,  rule or  regulation to
obtain  any  consent,  authorization  or  order  of,  or to make any  filing  or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of its obligations under this Agreement, the Registration
Rights  Agreement,  the  Designations  or the  Warrants  or  issue  and sell the
Preferred Stock or the Warrants in accordance with the terms hereof,  the Common
Shares  issuable upon  conversion of the Preferred  Stock or the Warrant  Shares
issuable upon exercise of the Warrants,  except for the registration  provisions
provided for in the Registration  Rights Agreement,  provided that, for purposes
of the representation made in this sentence, the Company is assuming and relying
upon  the  accuracy  of  the  relevant  representations  and  agreements  of the
Investors herein.

     (f) SEC DOCUMENTS; FINANCIAL STATEMENTS. The Common Stock of the Company is
registered  pursuant to Section  12(g) of the  Exchange  Act and the Company has
timely filed all  reports,  schedules,  forms,  statements  and other  documents
required  to be  filed  by it with  the  Commission  pursuant  to the  reporting
requirements of the Exchange Act,  including  material filed pursuant to Section
13(a)  or  15(d),  in  addition  to  one or  more  registration  statements  and
amendments  thereto  heretofore filed by the Company with the Commission (all of
the foregoing including filings incorporated by reference therein being referred
to herein as the "SEC  Documents").  The Company has delivered or made available
to the  Investors  true and  complete  copies of all SEC  Documents  (including,
without   limitation,   proxy   information  and   solicitation   materials  and
registration  statements) filed with the Commission since September 30, 1998. As
of their respective dates, the SEC Documents (as amended by any amendments filed
prior to the date of this  Agreement)  complied or will  comply in all  material
respects with the  requirements  of the  Securities  Act or the Exchange Act, as
applicable,  and  the  rules  and  regulations  of  the  Commission  promulgated
thereunder  and  other  Federal,  state and local  laws,  rules and  regulations
applicable to such SEC  Documents,  and none of the SEC  Documents  contained or
will  contain  any untrue  statement  of a  material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC


                                       5
<PAGE>

Documents comply as to form in all material respects with applicable  accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
applied on a consistent  basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of  unaudited  interim  statements,  to the extent they may not include
footnotes or may be condensed or summary  statements)  and fairly present in all
material respects the financial  position of the Company as of the dates thereof
and the  results  of  operations  and cash  flows  for the  periods  then  ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).  The transactions  contemplated by this Agreement will not and, to
the Company's  knowledge,  no event or circumstance  has occurred or exists with
respect to the Company or any  Subsidiary  which would,  require a change in the
Company's  method of  accounting  for the  acquisition  by the  Company  of Disc
Publishing Inc.

     (g) PRINCIPAL  EXCHANGE/MARKET.  The  principal  market on which the Common
Stock is currently traded is Nasdaq.

     (h) NO MATERIAL ADVERSE CHANGE.  Since September 30, 1999, the date through
which the most  recent  quarterly  report of the  Company  on Form 10-Q has been
prepared and filed with the  Commission,  a copy of which is included in the SEC
Documents,  no event which,  individually  or in the aggregate,  when considered
with any other  event,  had or is likely to have a Material  Adverse  Effect has
occurred or exists  with  respect to the  Company or any  Subsidiary,  except as
otherwise  disclosed  or  reflected  in press  releases  or other SEC  Documents
prepared  through or as of a date subsequent to September 30, 1999, and provided
to the Investors prior to the date hereof.

     (i) NO UNDISCLOSED LIABILITIES.  Neither the Company nor any Subsidiary has
any  liabilities or obligations  not disclosed in the SEC Documents,  other than
those  liabilities  incurred in the ordinary  course of its respective  business
since September 30, 1999, or liabilities or obligations,  individually or in the
aggregate,  which do not or would  not have a  Material  Adverse  Effect  on the
Company or the Subsidiaries, taken as a whole.

     (k) NO GENERAL  SOLICITATION.  None of the Company, the Subsidiaries or, to
the Company's knowledge, any of their respective affiliates or any person acting
on its or their  behalf  has  engaged  in any form of  general  solicitation  or
general  advertising (within the meaning of Regulation D) in connection with the
offer or sale of the Securities.

     (l) NO INTEGRATED OFFERING.  None of the Company, the Subsidiaries,  or, to
the  Company's  knowledge,  any of their  respective  affiliates,  or any person
acting on its or their behalf has,  directly or  indirectly,  made any offers or
sales of any  security  or  solicited  any  offers  to buy any  security,  under
circumstances that would require registration of any of the Securities.

     (m) INTELLECTUAL  PROPERTY.  Each of the Company and the Subsidiaries owns,
or has legal and valid rights by license,  lease, or other agreement to use, all
trademarks,  trade names,  service marks,  Internet domain names, logos, assumed
names,  copyrights,  patents,  trade  secrets,  software,  databases  and names,
likenesses and other information  concerning real persons, and all registrations


                                       6
<PAGE>

and applications  therefor  (collectively,  the "Intellectual  Property Rights")
which are used or are needed to conduct  its  respective  business  as it is now
being  conducted  or as  proposed  to be  conducted  as  disclosed  in  the  SEC
Documents.  The Company has no reason to believe that the Intellectual  Property
Rights  owned or used by the Company or any of its  Subsidiaries  are invalid or
unenforceable  or that  the  use of such  Intellectual  Property  Rights  by the
Company or the  Subsidiaries  infringes  upon or conflicts with any right of any
third party,  and neither the Company nor any  Subsidiary has any knowledge of a
basis  for such  claim  or has  received  notice  of any  such  infringement  or
conflict. The Company has no knowledge of any infringement or other violation of
the  Company's or any  Subsidiary's  Intellectual  Property  Rights by any third
party. All  registrations  and applications for material  Intellectual  Property
Rights owned by the Company or its  Subsidiaries  are valid and subsisting,  and
standing in the record ownership of the Company or its  Subsidiaries.  There are
no settlements,  consents, agreements to forebear or other similar agreements or
arrangements  to which the  Company or any of its  Subsidiaries  is bound  which
materially  affects its rights to own, use or enforce any Intellectual  Property
Rights.

     (n) NO  LITIGATION.  Except as set forth in the SEC Documents  delivered to
the Investors and in SCHEDULE  2.1(N),  no litigation or claim  (including those
for unpaid  taxes)  against the Company or any  Subsidiary is pending or, to the
Company's  knowledge,  threatened,  and no other  event has  occurred,  which if
determined  adversely would have a Material Adverse Effect on the Company or any
Subsidiary,  taken  as  a  whole,  or  would  materially  adversely  effect  the
transactions  contemplated  hereby.  The legal proceedings  described in the SEC
Documents will not have an effect on the transactions  contemplated  hereby, and
will not have a Material  Adverse  Effect on the  Company  or the  Subsidiaries,
taken as a whole.

     (o)  BROKERS.  The Company has taken no action which would give rise to any
claim  by  any  person,  other  than  Ryan,  Beck  & Co.,  Inc.,  for  brokerage
commissions,  finder's fees or similar  payments by the Company relating to this
Agreement,  the Registration  Rights Agreement or the transactions  contemplated
hereby or  thereby.  The fee to be paid to Ryan,  Beck & Co.,  Inc.  consists of
$240,000 and a warrant to purchase  34,285 shares of Common  Stock.  The Company
has taken no  action  which  would  give  rise to any  claim by any  person  for
brokerage  commissions,  finder's  fees  or  similar  payments  by any  Investor
relating  to  this  Agreement,   the   Registration   Rights  Agreement  or  the
transactions contemplated hereby or thereby.

     (p) FORMS S-3. The Company is eligible to file a Registration  Statement on
Form S-3  under the Act and the rules  promulgated  thereunder,  and Form S-3 is
permitted  to be  used  for  the  transactions  contemplated  hereby  and by the
Registration   Rights  Agreement  under  the  Act  and  the  rules   promulgated
thereunder.

     (q) YEAR 2000  COMPLIANCE.  To the Company's  knowledge,  each system which
includes   software,   hardware,   databases   or   embedded   control   systems
(microcompressor   controlled,   robotic  or  other  device)  (collectively,   a
"System"),  that constitutes any part of, or is used in connection with the use,
operation or enjoyment of, any asset, property or leased premises of the Company
or any Subsidiary (i) is designed (or has been modified) to be used prior to and
after January 1, 2000,  (ii) to the Company's  knowledge,  will operate  without
error arising from the creation, recognition,  acceptance, calculation, display,


                                       7
<PAGE>

storage, retrieval, accessing, comparison, sorting, manipulation,  processing or
other use of dates or date-based, date-dependent or date-related data, including
but not limited to century recognition, day-of-the-week recognition, leap years,
date values and interfaces of date  functionalities,  and (iii) to the Company's
knowledge,  will not be adversely  affected by the advent of the year 2000,  the
advent of the twenty-first  century or the transition from the twentieth century
through the year 2000 and into the twenty-first century (collectively, items (i)
through (iii) are referred to herein as "Year 2000  Compliant").  No System that
is  material to the  business,  finances or  operations  of the  business of the
Company or any Subsidiary  receives data from or communicates with any component
or system external to itself  (whether or not such external  component or system
is the Company's or any  Subsidiary's  or any third  party's) that is not itself
Year 2000 Compliant. To the Company's knowledge, all licenses for the use of any
system-related software,  hardware, databases or embedded control systems permit
the Company or the Subsidiaries to make all modifications,  bypasses, debugging,
work-arounds,  repairs,  replacements,  conversions or corrections  necessary to
permit the System to operate  compatibly,  in conformance  with their respective
specifications,  and to be Year 2000  Compliant.  None of the Company nor any of
the  Subsidiaries  has  incurred,  and  none  of  the  Company  nor  any  of the
Subsidiaries  has any reason to believe  that it may in the  future  incur,  any
expenses  arising  from or  related to the  failure  of any of its  Systems as a
result of not being Year 2000 Compliant.

     Section 2.2  REPRESENTATIONS  AND WARRANTIES OF THE INVESTORS.  Each of the
Investors, severally and not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof and on the Closing Date:

     (a) AUTHORIZATION;  ENFORCEMENT.  (i) Such Investor has the requisite power
and  authority,  or the legal  capacity,  as the case may be, to enter  into and
perform  this  Agreement  and to  purchase  the  Securities  being  sold to such
Investor  hereunder,  (ii) the execution and delivery of this  Agreement by such
Investor and the consummation by it of the transactions contemplated hereby have
been duly  authorized  by all  necessary  corporate or  partnership  action,  as
required,  and (iii) this Agreement constitutes the valid and binding obligation
of such Investor  enforceable  against such  Investor in  accordance  its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting  generally the enforcement of creditors'  rights and remedies or by
other equitable principles of general application.

     (b) NO CONFLICTS. The execution, delivery and performance of this Agreement
and the consummation by such Investor of the transactions contemplated hereby do
not and will not (i) result in a  violation  of such  Investor's  organizational
documents,  or (ii) conflict  with any  agreement,  indenture,  or instrument to
which such Investor is a party, or (iii) result in a violation of any law, rule,
or  regulation  or any order,  judgment  or decree of any court or  governmental
agency applicable to such Investor.  Such Investor is not required to obtain any
consent or authorization  of any governmental  agency in order for it to perform
its obligations under this Agreement.

     (c) INVESTMENT  REPRESENTATION.  Such Investor is purchasing the securities
purchased  hereunder for its own account and not with a view to  distribution in
violation of any securities laws. Such Investor has no present intention to sell
the securities  purchased hereunder and such Investor has no present arrangement


                                       8
<PAGE>

(whether or not legally binding) to sell the Securities  purchased  hereunder to
or through any person or entity; provided,  however, that by the representations
herein,  such  Investor  does not  agree to hold any of the  Securities  for any
minimum or other  specific  term and reserves the right to dispose of any of the
Securities  at any time in  accordance  with Federal and state  securities  laws
applicable to such disposition.

     (d)  ACCREDITED  INVESTOR.  Such  Investor is an  "accredited  investor" as
defined in Rule 501  promulgated  under the Act. The Investor has such knowledge
and experience in financial and business  matters in general and  investments in
particular, so that such Investor is able to evaluate the merits and risks of an
investment  in the  securities  purchased  hereunder  and  to  protect  its  own
interests in connection with such investment.  In addition (but without limiting
the effect of the Company's  representations  and warranties  contained herein),
such  Investor  has  received  such  information  as it  considers  necessary or
appropriate for deciding whether to purchase the Securities purchased hereunder.

     (e) RULE 144. Such  Investor  understands  that there is no public  trading
market  for the  Preferred  Stock or the  Warrants,  that  none is  expected  to
develop, and that the Preferred Stock and the Warrants must be held indefinitely
unless  converted or exercised,  as  applicable,  or unless such  securities are
registered  under the Act or an exemption from  registration is available.  Such
Investor  understands that the Common Shares and the Warrant Shares must be held
indefinitely unless such securities are registered under the Act or an exemption
from  registration  is available.  Such Investor has been advised or is aware of
the provisions of Rule 144 promulgated under the Act.

     (f) BROKERS. Such Investor has taken no action which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments
by the  Company  relating to this  Agreement  or the  transactions  contemplated
hereby.

     (g) RELIANCE BY THE COMPANY.  Such Investor  understands that the Preferred
Stock and  Warrants  are being  offered and sold in reliance on a  transactional
exemption from the  registration  requirements  of Federal and state  securities
laws and  that the  Company  is  relying  upon the  truth  and  accuracy  of the
representations,  warranties, agreements,  acknowledgments and understandings of
such Investor set forth herein in order to determine the  applicability  of such
exemptions and the suitability of such Investor to acquire the Securities.

                                   ARTICLE III

                                    COVENANTS

     Section 3.1 CERTIFICATES ON CONVERSION OR EXERCISE. Upon (i) any conversion
of the shares of  Preferred  Stock  pursuant  to the  Designations,  or (ii) the
exercise  of any  Warrants in  accordance  with the terms of the  Warrants,  the
Company  shall issue and deliver to such  Investor (or the then  holder)  within
three (3) business days of the  conversion or the exercise date, as the case may
be, (x) a Certificate  or  Certificates  for the Common Shares or Warrant Shares
issuable  upon  conversion  or  exercise,  as the  case  may  be,  and (y) a new
certificate or certificates  for the shares of Preferred  Stock or Warrants,  as
the case may be, of such Investor (or holder) which have not yet been  converted
or  exercised,  as the case  may be,  but  which  are  evidenced  in part by the


                                       9
<PAGE>

certificate(s)  submitted to the Company in connection  with such  conversion or
exercise  (with  the  number  of and  denomination  of such  new  certificate(s)
designated by such Investor or holder).

     Section 3.2 REPLACEMENT CERTIFICATES.  The certificate(s)  representing the
shares of Preferred Stock, Common Shares, Warrant Shares or the Warrants held by
any Investor (or then holder) may be exchanged by such Investor (or such holder)
at any time and from time to time for certificates with different  denominations
representing  an equal  number of  shares of  Preferred  Stock,  Common  Shares,
Warrant Shares or Warrants,  as the case may be, as reasonably requested by such
Investor (or such holder) upon  surrendering the same. No service charge will be
made for such registration, transfer or exchange.

     Section 3.3 SECURITIES COMPLIANCE.  The Company shall notify the Commission
and  Nasdaq,  in  accordance  with  their  requirements,   of  the  transactions
contemplated  by this  Agreement and the  Designations  and shall take all other
necessary  action and proceedings as may be required and permitted by applicable
law, rule and regulation, for the legal and valid issuance of the Securities.

     Section 3.4 NOTICES. The Company agrees to provide all holders of Preferred
Stock and all  holders of Warrants  with copies of all notices and  information,
including,  without limitation,  notices and proxy statements in connection with
any  meetings,  that are  provided  to the  holders  of shares of Common  Stock,
contemporaneously  with the  delivery  of such  notices or  information  to such
Common Stock holders.

     Section 3.5 RESERVATION OF STOCK ISSUABLE UPON EXERCISE.  The Company shall
at all times  reserve and keep  available  out of its  authorized  but  unissued
Common Stock,  solely for the purpose of affecting the conversion or exercise of
the  Preferred  Stock or Warrants,  as the case may be, such number of shares of
Common Stock as shall from time to time be sufficient  to effect the  conversion
or exercise of all outstanding Preferred Stock or Warrants, as the case may be.

     Section 3.6 NO  IMPAIRMENT.  The  Company  will not,  by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  to  be  observed  or  performed  by it  under  this  Agreement,  the
Registration  Rights Agreement,  the Designations and the Warrants,  but will at
all times in good faith assist in the carrying out of all the provisions of such
agreements and instruments.

     Section 3.7 SERIES A  CONVERTIBLE  PREFERRED  STOCK.  The Company shall not
issue any shares of its Series A Convertible  Preferred  Stock , par value $.001
per share,  and shall promptly take such action as is necessary to decrease such
number of authorized  shares of Series A Convertible  Preferred Stock from 8,000
to zero.


                                       10
<PAGE>

                                   ARTICLE IV

                                   CONDITIONS

     Section 4.1 CONDITIONS  PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE
AND SELL THE STOCK AND  WARRANTS.  The  obligation  hereunder  of the Company to
issue and sell the  Preferred  Stock and Warrants to the Investors is subject to
the  satisfaction,  at or before the Closing Date, of each of the conditions set
forth below.  These  conditions  are for the  Company's  sole benefit and may be
waived by the Company at any time in its sole discretion.

     (a)  ACCURACY  OF  THE  INVESTORS'   REPRESENTATIONS  AND  WARRANTIES.  The
representations and warranties of each Investor shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular date, which shall be true and correct in all material  respects as of
such other date).

     (b)  PERFORMANCE BY THE  INVESTORS.  Each Investor shall have performed all
agreements  and  satisfied  all  conditions  required  hereby to be performed or
satisfied by such Investor at or prior to the Closing Date.

     (c) NO INJUNCTION.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this Agreement.

     Section 4.2  CONDITIONS  PRECEDENT TO THE  OBLIGATION  OF THE  INVESTORS TO
PURCHASE THE STOCK AND THE WARRANTS.  The obligation  hereunder of each Investor
to  acquire  and pay for the  Preferred  Stock and  Warrants  is  subject to the
satisfaction, at or before the Closing Date, of each of the conditions set forth
below.  These  conditions are for each Investor's sole benefit and may be waived
by each Investor at any time in its sole discretion.

     (a)  ACCURACY  OF  THE  COMPANY'S   REPRESENTATIONS  AND  WARRANTIES.   The
representation  and  warranties  of the Company shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular  date which shall be true and correct in all material  respects as of
such other date),  and except that all  representations  and warranties  that by
their  terms are  qualified  by  reference  to  "materiality"  or to a "Material
Adverse Effect" shall be, or have been, true and correct in all respects.

     (b)  PERFORMANCE  BY THE  COMPANY.  The Company  shall have  performed  all
agreements and satisfied all conditions required to be performed or satisfied by
the Company at or prior to the Closing Date.

     (c)  NASDAQ.  From the date  hereof to the  Closing  Date,  trading  in the
Company's Common Stock shall not have been suspended by the Commission or Nasdaq
(except for one day suspensions  relating to material business  announcements by
the Company) and trading in  securities  generally as reported by Nasdaq,  shall
not have been  suspended  or limited,  and the Common  Stock shall not have been
delisted from any exchange or market where it is currently listed.


                                       11
<PAGE>

     (d) NO INJUNCTION.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental authority or competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this Agreement.

     (e)  OPINION OF  COUNSEL.  At the  Closing  Date the  Investors  shall have
received an opinion of counsel to the Company in substantially the form attached
hereto as EXHIBIT E and such other opinions,  certificates  and documents as the
Investors or their counsel shall reasonably require incident to the Closing.

     (f)  SECRETARY'S  CERTIFICATE.  The  Company  shall have  delivered  to the
Investors a certificate  in form and substance  reasonably  satisfactory  to the
Investors, executed by the Secretary or an Assistant Secretary of the Company on
behalf  of the  Company,  certifying  as to  the  satisfaction  of  all  closing
conditions,  incumbency of signing officers,  charter, Bylaws, good standing and
authorizing resolutions of the Company.

     (g) PROXIES.  The shareholders  listed on SCHEDULE II (the  "Shareholders")
shall have executed and delivered  Irrevocable  Proxies in the form of EXHIBIT F
attached hereto.

     (h) FEE WARRANT.  The Fee Warrant shall have been simultaneously  issued to
Wand Partners.

     Section 4.3 POST-CLOSING OBLIGATIONS.

     (a) STOCKHOLDERS  AGREEMENT.  Promptly following the Closing,  the Company,
Wand Partners and  shareholders  of the Company that  beneficially  own at least
50.01% of the outstanding shares of Common Stock of the Company shall enter into
a  Stockholders  Agreement in a form and substance  mutually  acceptable to such
parties agreeing, following conversion of the Preferred Stock into Common Stock,
to vote such shares for the designee of Wand Partners to the Company's  Board of
Directors,  PROVIDED,  HOWEVER, that such obligation shall cease at such time as
the Investors cease to own less than fifty percent (50%) of the number of shares
of Common  Stock  issuable  upon  conversion  of the  Preferred  Stock as of the
Closing Date.

     (b) PROXIES.  Promptly following the Closing,  the Company shall obtain and
deliver  executed  Irrevocable  Proxies in the form of EXHIBIT F attached hereto
from  shareholders of the Company that  beneficially  own at least 50.01% of the
outstanding shares of Common Stock of the Company.


                                    ARTICLE V

                                LEGEND AND STOCK

     Each  certificate  representing  the Preferred  Stock,  Common Shares,  the
Warrants and the Warrant  Shares shall be stamped or otherwise  imprinted with a
legend substantially in the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (I)  PURSUANT TO A  REGISTRATION


                                       12
<PAGE>

STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE  SECURITIES  ACT,  BUT ONLY UPON A HOLDER  HEREOF  FIRST
HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE
ISSUER  THAT  THE  PROPOSED   DISPOSITION  IS  CONSISTENT  WITH  ALL  APPLICABLE
PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR
SECURITIES LAW.

     The   appropriate   portions  of  the  legend  will  be  removed  from  the
certificates  representing the Preferred Stock,  Common Shares, the Warrants and
the Warrant  Shares  promptly upon delivery to the Company of such  satisfactory
evidence as may be  reasonably  required by the Company  that such legend is not
required to ensure compliance with the Securities Act.

                                   ARTICLE VI

                                   TERMINATION

     Section 6.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
at any time  prior to the  Closing  Date by the  mutual  written  consent of the
Company and the Investors.

     Section 6.2 OTHER  TERMINATION.  This Agreement may be terminated by action
of the Board of Directors of the Company or by any of the  Investors at any time
if the Closing Date shall not have occurred by the fifth  business day following
the date of this Agreement;  provided, however, that the right to terminate this
Agreement under Section 6.2 shall not be available to any party whose failure to
fulfill any  obligation  under this Agreement has been the cause of, or resulted
in, the failure of the Closing Date to have occurred on or prior to such date.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.1 STAMP TAXES;  AGENT FEES.  The Company  shall pay all stamp and
other taxes and duties levied in  connection  with the issuance of the Preferred
Stock and the Warrants pursuant hereto, the Common Shares issued upon conversion
of the  Preferred  Stock and the  Warrant  Shares  issued  upon  exercise of the
Warrants.



                                       13
<PAGE>

     Section 7.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

     (a) The Company and the Investors  acknowledge  and agree that  irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  specific  terms or were  otherwise
breached.  It is  accordingly  agreed that the  parties  shall be entitled to an
injunction or  injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce  specifically  the terms and  provisions  hereof,  this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity.

     (b) The Company and each of the Investors (i) hereby irrevocably submits to
the exclusive  jurisdiction of the United States  District  Court,  the New York
State courts and other courts of the United  States  sitting in New York County,
New York for the purposes of any suit,  action or  proceeding  arising out of or
relating to this Agreement and (ii) hereby  waives,  and agrees not to assert in
any such suit, action or proceeding, any claim that it is not personally subject
to the  jurisdiction  of such  court,  that the suit,  action or  proceeding  is
brought  in an  inconvenient  forum or that the  venue of the  suit,  action  or
proceeding  is  improper.  The  Company  and each of the  Investors  consents to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice thereof. Nothing in this paragraph shall affect or
limit any right to serve process in any other manner permitted by law.

     Section 7.3 ENTIRE AGREEMENT;  AMENDMENT.  This Agreement together with the
agreements and documents  executed in connection  herewith,  contains the entire
understanding  of the parties  with respect to the matters  covered  hereby and,
except as  specifically  set forth herein,  neither the Company nor any Investor
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment  or waiver is sought.

     Section 7.4 NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

         to the Company:            SkyMall, Inc.
                                    1520 East Pima Street
                                    Phoenix, Arizona  85034
                                    Telephone:  602-254-8620
                                    Facsimile:  602-254-6544
                                    Attn:   Robert M. Worsley
                                    Chief Executive Officer


                                       14
<PAGE>

         with copies to:            Squire, Sanders & Dempsey L.L.P.
                                    Two Renaissance Square
                                    40 North Central Avenue, Suite 2700
                                    Phoenix, Arizona  85004-4498
                                    Telephone:  602-528-4134
                                    Facsimile:  602-253-8129
                                    Attn:   Gregory R. Hall, Esq.

         to the Investors:          To each Investor with a copy to its  counsel
                                    at the addresses set forth on SCHEDULE I  of
                                    this Agreement.

Any party  hereto may from time to time change its address for notices by giving
at least  five (5) days  written  notice of such  changed  address  to the other
parties  hereto.  Written  confirmation of receipt (A) given by the recipient of
such  notice,  consent,  waiver  or other  communication,  (B)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above.

     Section 7.5 INDEMNITY. Each party shall indemnify, defend and hold harmless
each  other  party  against  any loss,  cost or  damages  (including  reasonable
attorney's   fees)  incurred  as  a  result  of  such  parties'  breach  of  any
representation,   warranty,   covenant  or  agreement  in  this  Agreement.  The
procedures for such indemnification shall be as set forth in Section 5(c) of the
Registration Rights Agreement.

     Section 7.6 WAIVERS.  No waiver by any party of any default with respect to
any provision,  condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provision,  condition
or requirement  hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

     Section 7.7 HEADINGS.  The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

     Section 7.8 SUCCESSORS AND ASSIGNS.  Except as otherwise  provided  herein,
this Agreement shall be binding upon and inure to the benefit of the parties and
their  successors  and  permitted  assigns.  The  parties  hereto may amend this
Agreement  without notice to or the consent of any third party.  The Company may
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior written  consent of all Investors  (which  consent may be withheld for any
reason in their sole  discretion),  except  that the  Company  may  assign  this
Agreement in connection with a merger,  consolidation,  business  combination or
the sale of all or substantially  all of its assets provided that the Company is
not released from any of its obligations  hereunder,  such successor in interest
or assignee  assumes all obligations of the Company  hereunder,  and appropriate
adjustment of the provisions  contained in this Agreement,  the Designations and
the Warrant is made, in form and substance  satisfactory  to the  Investors,  to


                                       15
<PAGE>

place the Investors in  substantially  the same position as they would have been
but for such assignment.  Any Investor may assign this Agreement (in whole or in
part) or any rights or obligations  hereunder without the consent of the Company
in connection  with any sale or transfer of all or any portion of the Securities
held by such Investor, provided that no Investor may assign this Agreement prior
to the Closing Date without the Company's  prior consent  except to an affiliate
or affiliates of such Investor.

     Section 7.9 NO THIRD PARTY  BENEFICIARIES.  This  Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

     Section  7.10  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York without regard to such state's principles of conflict of laws.

     Section  7.11  SURVIVAL.   The   representations  and  warranties  and  the
agreements and covenants of the Company and each Investor contained herein shall
survive the Closing.

     Section  7.12  EXECUTION.  This  Agreement  may be  executed in two or more
counterparts,  all of which shall be considered one and the same  agreement,  it
being understood that all parties need not sign the same counterpart.

     Section 7.13 PUBLICITY.  The Company agrees that it will not disclose,  and
will not include in any public  announcement,  the name of any Investor  without
its consent,  unless and until such  disclosure is required by law or applicable
regulation, and then only to the extent of such requirement.

     Section  7.14  SEVERABILITY.  The  parties  acknowledge  and agree that all
representations, warranties, covenants and agreements of the Investors hereunder
are several and not joint,  that no Investor  shall have any  responsibility  or
liability for the representations,  warrants,  agreements,  acts or omissions of
any other Investor,  and that any rights granted to "Investors"  hereunder shall
be enforceable by each Investor hereunder.

     Section 7.15 LIKE TREATMENT OF HOLDERS.  Neither the Company nor any of its
affiliates  shall,  directly  or  indirectly,  pay  or  cause  to  be  paid  any
consideration,  whether by way of interest,  fee,  payment for the redemption or
exchange of Securities, or otherwise, to any holder of Securities,  for or as an
inducement to, or in connection with the solicitation of, any consent, waiver or
amendment of any terms or provisions of the Securities or this Agreement, unless
such  consideration is required to be paid to all holders of Securities bound by
such consent,  waiver or amendment whether or not such holders so consent, waive
or agree to amend and whether or not such holders  tender their  Securities  for
redemption or exchange.  The Company shall not,  directly or indirectly,  redeem
any  Securities  unless such offer of redemption is made pro rata to all holders
of Securities on identical terms.

     Section 7.16  INSPECTION  RIGHTS.  In addition to inspection and visitation
rights  granted  pursuant to Nevada law, the Investors (for so long as they hold
Registrable  Securities) and their authorized  representatives shall be entitled
to visit  the  premises  of the  Company  and its  Subsidiaries,  meet  with the
Company's and its Subsidiaries' officers and directors and inspect the books and


                                       16
<PAGE>

records of the Company and its  Subsidiaries  during normal  business  hours and
upon reasonable notice, PROVIDED,  HOWEVER, that, other than with respect to the
rights granted  pursuant to Nevada law, such Investors shall have entered into a
confidentiality  agreement in form and  substance  reasonably  acceptable to the
Company  and shall have  otherwise  agreed  not to engage in any  trading of the
Company's  securities  while in  possession  of material  nonpublic  information
regarding the Company.

     Section 7.17  EXPENSES.  Except as otherwise  provided  herein,  each party
shall pay its own expenses  incident to the  preparation and performance of this
Agreement  and the  documents  provided  for herein.  The Company  shall pay the
reasonable  legal and accounting fees and expenses and travel expenses  incurred
by or on behalf of the Investors, subject to a maximum amount of $80,000.00.



                                       17
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.

                                     SKYMALL, INC.


                                     By: /s/ Robert M. Worsley
                                         ---------------------------------------
                                         Name:  Robert M. Worsley
                                         Title: President


                                     INVESTOR:


                                     By: /s/
                                         ---------------------------------------
                                         Name:
                                         Title:


                                     INVESTOR:


                                     By: /s/
                                         ---------------------------------------
                                         Name:
                                         Title:

                                     INVESTOR:


                                     By: /s/
                                         ---------------------------------------
                                         Name:
                                         Title:



                                       18

                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT


          This  Registration  Rights  Agreement  (this  "AGREEMENT") is made and
entered into as of December 30, 1999, among SkyMall,  Inc., a Nevada corporation
(the "COMPANY"), and each of the Investors listed on Schedule 1 attached hereto.
Each of the Investors listed on Schedule 1 attached hereto is referred to herein
as a "INVESTOR" and are collectively referred to herein as the "INVESTORS."

          This Agreement is being entered into pursuant to the Stock and Warrant
Purchase  Agreement,  dated as of the date hereof,  by and among the Company and
the Investors (the "PURCHASE AGREEMENT").

          The Company and the Investors hereby agree as follows:

     1.   DEFINITIONS.

          Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement,
the following terms shall have the following meanings:

          "ADVICE" shall have the meaning set forth in Section 3(m).

          "AFFILIATE"  means, with respect to any Person,  any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "CONTROL,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "AFFILIATED,"  "CONTROLLING"  and  "CONTROLLED"  have meanings
correlative to the foregoing.

          "CERTIFICATE   OF   DESIGNATIONS"   shall  mean  the   Certificate  of
Designations, Rights, Preferences and Limitations governing the Preferred Stock.

          "BLACKOUT PERIOD" shall have the meaning set forth in Section 3(n).

          "BOARD" shall have the meaning set forth in Section 3(n).

          "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the state of
New York generally are authorized or required by law or other government actions
to close.

          "CLOSING  DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

<PAGE>

          "COMMISSION" means the Securities and Exchange Commission.

          "COMMON STOCK" means the Company's  Common Stock,  par value $.001 per
share.

          "EFFECTIVENESS DATE" means with respect to the Registration  Statement
the earlier of the 90th day following the Closing Date and the date which is not
more than ten (10) days of the date on which the Commission  informs the Company
that (i) the Commission will not review the  Registration  Statement or (ii) the
Company may request the  acceleration of the  effectiveness  of the Registration
Statement.

          "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in Section
2(a).

          "EVENT" shall have the meaning set forth in Section 7(e).

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "FILING  DATE"  means the date the  Registration  Statement  is filed,
which Filing Date shall be within 15 days of the Closing Date.

          "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable  Securities,  including without  limitation the
Investors and their assignees.

          "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

          "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

          "LOSSES" shall have the meaning set forth in Section 5(a).

          "NASDAQ" means the Nasdaq National Market.

          "PERSON"  means an individual or a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

          "PLACEMENT SHARES" shall have the meaning set forth in Section 2.

          "PREFERRED  STOCK"  means the  Company's  Series B Junior  Convertible
Preferred  Stock,  par value  $.001 per share,  as  authorized  pursuant  to the
Certificate of Designations.

          "PROCEEDING" means an action, claim, suit, investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.


                                       2
<PAGE>

          "PROSPECTUS"  means  the  prospectus   included  in  the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

          "REGISTRABLE  SECURITIES"  means (i) the  shares  of Common  Stock (A)
issuable upon  conversion of the Preferred  Stock  pursuant to the  Designations
(the  "COMMON  SHARES")  and (B) issuable  upon  exercise of the  Warrants  (the
"WARRANT SHARES"), and upon any stock split, stock dividend, recapitalization or
similar  event with respect to such Common Shares and Warrant  Shares,  and (ii)
any other dividend or other distribution with respect to, conversion or exchange
of, or in  replacement  of,  Registrable  Securities;  PROVIDED,  HOWEVER,  that
Registrable  Securities shall include (but not be limited to) a number of shares
of Common  Stock equal to no less than 100% of the  maximum  number of shares of
Common Stock which would be issuable upon  conversion of the Preferred Stock and
upon exercise of the Warrants,  assuming such conversion or exercise occurred on
the Closing Date or the Filing Date,  whichever date would result in the greater
number of Registrable Securities.  Notwithstanding  anything herein contained to
the contrary,  such  registered  shares of Common Stock shall be allocated among
the Holders pro rata based on the total number of Registrable  Securities issued
or issuable as of each date that a Registration Statement, as amended,  relating
to the  resale  of the  Registrable  Securities  is  declared  effective  by the
Commission.  Notwithstanding  anything contained herein to the contrary,  if the
actual number of shares of the Common Shares and the Warrant Shares exceeds 100%
of the number of shares of the Common Shares and the Warrant Shares based upon a
computation  as at the Closing  Date or the Filing Date,  the term  "Registrable
Securities" shall be deemed to include such additional shares of Common Stock.

          "REGISTRATION  STATEMENT"  means the  registration  statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus,  amendments and supplements to such registration statement
or  Prospectus,  including  pre- and  post-effective  amendments,  all  exhibits
thereto,  and all  material  incorporated  by  reference  in  such  registration
statement.

          "RULE 144" means Rule 144  promulgated by the  Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

          "RULE 158" means Rule 158  promulgated by the  Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

          "RULE 415" means Rule 415  promulgated by the  Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.



                                       3
<PAGE>

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SPECIAL COUNSEL" means any special counsel to the Holders,  for which
the Holders will be reimbursed by the Company pursuant to Section 4.

     2.   REGISTRATION.

          (a) On or prior to the Filing Date the Company  shall prepare and file
with the Commission a "shelf"  Registration  Statement  covering all Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415.  The  Registration  Statement  shall  be on Form  S-3 (or on  another  form
appropriate for such registration in accordance herewith). The Company shall (i)
not permit any securities  other than the Registrable  Securities and any shares
issuable  pursuant to any warrant  issued to any financial  advisor or placement
agent in connection  with the  transaction  described in the Purchase  Agreement
(the "PLACEMENT  SHARES") to be included in the Registration  Statement and (ii)
use its  best  efforts  to  cause  the  Registration  Statement  to be  declared
effective  under the Securities Act within 90 days from the Closing Date, but in
any  event  prior  to the  Effectiveness  Date,  and to keep  such  Registration
Statement  continuously effective under the Securities Act until such date as is
the  earlier  of (x) the date when all  Registrable  Securities  covered by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may be sold  without  any  restriction  pursuant  to Rule  144(k) as
determined  by the  counsel  to  the  Company  (such  counsel  to be  reasonably
acceptable to the Holders of a majority of the Registrable  Securities) pursuant
to a written opinion letter,  addressed to the Company's  transfer agent to such
effect (the "EFFECTIVENESS  PERIOD"). If an additional Registration Statement is
required,  for any reason,  to be filed  because the actual  number of shares of
Common  Shares and Warrant  Shares  exceeds the number of shares of Common Stock
initially registered in respect of the Common Shares and the Warrant Shares, the
Company  shall  have  20  Business  Days to file  such  additional  Registration
Statement,  and the Company shall use its best efforts to cause such  additional
Registration  Statement to be declared  effective by the  Commission  as soon as
possible, but in no event later than 90 days after filing.

          (b) If the Registration  Statement covering the Registrable Securities
required  to be filed by the  Company  pursuant  to Section  2(a)  hereof is not
declared  effective  by the  Effectiveness  Date,  then the  Company  shall make
payments  to the  Investors  in such  amounts  and at such  times  as  shall  be
determined  pursuant to this Section  2(b) as partial  relief for the damages to
the  Investors by reason of any such delay in or  reduction of their  ability to
sell the  Registrable  Securities  (which  remedy  shall not be exclusive of any
other  remedies  available at law or in equity).  The Company  shall pay to each
holder of Registrable  Securities an amount equal to the Liquidation  Preference
(as defined in the  Certificate  of  Designations)  of the Preferred  Stock then
outstanding and/or of the Common Stock (valued at the higher of $7.00 or the per
share Market Price (as defined in the Warrant)),  as applicable  (the "AGGREGATE
SHARE PRICE"),  multiplied by the Applicable Percentage (as defined below) times
the number of months (prorated for partial months) after the Effectiveness  Date
and prior to the date the  Registration  Statement is declared  effective by the
Commission; PROVIDED, HOWEVER, that there shall be excluded from such period any
delays which are soley  attributable to changes required by the Investors in the
Registration  Statement with respect to  information  relating to the Investors,


                                       4
<PAGE>

including,  without limitation,  changes to the plan of distribution,  or to the
failure of the Investors to conduct their review of the  Registration  Statement
timely in  accordance  with the terms of this  Agreement.  The term  "APPLICABLE
PERCENTAGE"  means two  hundredths  (.02).  (For  example,  if the  Registration
Statement  becomes  effective one (1) month after the  Effectiveness  Date,  the
Company  would pay $20,000 for each  $1,000,000  of Aggregate  Share  Price.  If
thereafter,  sales could not be made pursuant to the Registration  Statement for
an  additional  period of one (1) month,  the  Company  would pay an  additional
$20,000 for each  $1,000,000 of Aggregate  Share  Price).  Such amounts shall be
paid in cash or,  at each  Investor's  option,  may be  added to the  Conversion
Amount (as defined in the Certificate of Designation) of the Preferred Stock and
thereafter be convertible  into Common Stock at the Conversion Price (as defined
in the  Certificate  of  Designations)  in  accordance  with  the  terms  of the
Preferred  Stock.  If the Investor  desires to convert the amounts due hereunder
into  Registrable  Securities,  it shall so notify the Company in writing within
two (2)  Business  Days of the date on which such  amounts are first  payable in
cash and such amounts  shall be so  convertible  (pursuant to the  mechanics set
forth in the Certificate of Designations),  beginning on the last day upon which
the  cash  amount  would  otherwise  be due in  accordance  with  the  following
sentence.  Payments of cash  pursuant  hereto shall be made within five (5) days
after the end of each period that gives rise to such obligation,  provided that,
if any such period  extends for more than  thirty  (30) days,  interim  payments
shall be made for each such thirty (30) day period.

     3.   REGISTRATION PROCEDURES. In connection with the Company's registration
obligations hereunder, the Company shall:

          (a)  Prepare  and file with the  Commission  on or prior to the Filing
Date, a Registration  Statement on Form S-3 (or on another form  appropriate for
such  registration  in  accordance  herewith) in  accordance  with the method or
methods of distribution thereof as specified by the Holders (except if otherwise
directed  by the  Holders),  and  cause  the  Registration  Statement  to become
effective and remain effective as provided herein;  PROVIDED,  HOWEVER, that not
less  than  five (5)  Business  Days  prior to the  filing  of the  Registration
Statement  or any related  Prospectus  or any  amendment or  supplement  thereto
(including any document that would be  incorporated  therein by reference),  the
Company shall (i) furnish to the Holders and any Special Counsel,  copies of all
such  documents  proposed  to  be  filed,  which  documents  (other  than  those
incorporated  by  reference)  will be subject to the review of such  Holders and
such Special  Counsel,  and (ii) at the request of any Holder cause its officers
and directors,  counsel and independent  certified public accountants to respond
to such  inquiries,  and to make  available for  inspection,  during  reasonable
business  hours,  all  financial  and  other  records  and  pertinent  corporate
documents  and  properties  of  the  Company,  as  shall  be  necessary,  in the
reasonable  opinion  of  counsel  to  such  Holders,  to  conduct  a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements  thereto  to which the  Holders  of a  majority  of the  Registrable
Securities or any Special  Counsel shall  reasonably  object in writing  setting
forth the basis  for such  objection  within  three (3)  Business  Days of their
receipt thereof.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and


                                       5
<PAGE>

file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act; (iii) respond as promptly as possible to any comments  received
from the Commission with respect to the Registration  Statement or any amendment
thereto and as promptly as possible provide the Holders true and complete copies
of all  correspondence  from and to the Commission  relating to the Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

          (c)  Notify the  Holders of  Registrable  Securities  and any  Special
Counsel as promptly as possible (and, in the case of (i)(A) below, not less than
five (5)  Business  Days prior to such  filing)  and (if  requested  by any such
Person)  confirm  such  notice in  writing no later  than one (1)  Business  Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement and (C) with respect to the Registration  Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained in any  agreement  contemplated  hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that makes any statement made
in the  Registration  Statement or  Prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration  Statement,  Prospectus or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

          The Company shall promptly furnish to Special Counsel, without charge,
(i) any  correspondence  from the  Commission or the  Commission's  staff to the
Company or its representatives relating to any Registration Statement and (ii) a
copy of any written response to the correspondence  received from the Commission
in  accordance  with the  procedures  of Section 3(a)  relating to the filing of
Registration Statements.


                                       6
<PAGE>

          (d) Use its best  efforts  to avoid the  issuance  of,  or, if issued,
obtain the withdrawal  of, (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

          (e) If  requested  by the  Holders of a majority  in  interest  of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

          (f) Furnish to each Holder and any Special Counsel, without charge, at
least one (1) conformed copy of each  Registration  Statement and each amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

          (g) Promptly deliver to each Holder and any Special  Counsel,  without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

          (h) Prior to any public  offering of Registrable  Securities,  use its
best  efforts to register or qualify or cooperate  with the selling  Holders and
any Special Counsel in connection with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  requests in writing,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  PROVIDED,  HOWEVER,
that the Company  shall not be required to qualify  generally  to do business in
any  jurisdiction  where it is not then so  qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject  the Company to any  material  tax in any such
jurisdiction where it is not then so subject.

          (i) Cooperate  with the Holders to facilitate  the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant to a Registration  Statement,  which  certificates shall be free of all
restrictive  legends,  and to enable such  Registrable  Securities to be in such
denominations  and  registered  in such names as any Holder may request at least
two (2) Business Days prior to any sale of Registrable Securities.


                                       7
<PAGE>

          (j) Upon the occurrence of any event contemplated by Section 3(c)(vi),
as  promptly  as  possible,  prepare a  supplement  or  amendment,  including  a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

          (k) Use its best efforts to cause all Registrable  Securities relating
to such Registration  Statement to be listed on Nasdaq, and any other securities
exchange,  quotation system, market or over-the-counter  bulletin board, if any,
on which  similar  securities  issued by the Company are then listed as and when
required pursuant to the Purchase Agreement.

          (l) Comply in all  material  respects  with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

          (m) Require each selling Holder to furnish to the Company  information
regarding such Holder and the distribution of such Registrable  Securities as is
required by law to be disclosed in the Registration  Statement,  and the Company
may exclude from such registration the Registrable Securities of any such Holder
who fails to furnish  such  information  within a  reasonable  time prior to the
filing of each Registration  Statement,  supplemented  Prospectus and/or amended
Registration Statement.

          If  the  Registration  Statement  refers  to any  Holder  by  name  or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

          Each  Holder  covenants  and  agrees  that  (i) it will  not  sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

          Each Holder agrees by its acquisition of such  Registrable  Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the kind  described  in Section  3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or


                                       8
<PAGE>

3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), or until it is advised in writing (the  "ADVICE")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

          (n) If (i) there is  material  non-public  information  regarding  the
Company  which  the  Company's  Board  of  Directors  (the  "BOARD")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose  and which the Company  would be required to disclose
under the  Registration  Statement,  then the  Company  may  postpone or suspend
filing or effectiveness  of a registration  statement for a period not to exceed
20 consecutive  days,  provided that the Company may not postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any 12 month period (each, a "BLACKOUT PERIOD"); PROVIDED, HOWEVER, that no such
postponement  or suspension  shall be permitted for  consecutive 20 day periods,
arising out of the same set of facts, circumstances or transactions.

          (o) The  Company  shall  have no  obligation  to assure  the terms and
conditions of distribution,  to obtain a commitment from an underwriter relative
to  the  sale  of  the  Registrable   Securities  or  to  otherwise  assume  any
responsibility  for the  manner,  price  or  terms  of the  distribution  of the
Registrable Securities.

     4.   REGISTRATION   EXPENSES.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not the  Registration  Statement  is filed or becomes
effective and whether or not any Registrable Securities are sold pursuant to the
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with The Nasdaq  Stock  Market  and each  other  securities
exchange or market on which Registrable  Securities are required hereunder to be
listed, (B) with respect to filings required to be made with the Commission, and
(C) in compliance  with state  securities or Blue Sky laws  (including,  without
limitation, fees and disbursements subject to the dollar limitation set forth in
Section  4(iv)  below of counsel  for the  Holders in  connection  with Blue Sky
qualifications   of  the  Registrable   Securities  and   determination  of  the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  Holders  of a  majority  of  Registrable  Securities  may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing of  prospectuses  is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company and Special Counsel for the Holders, in the case of the Special Counsel,


                                       9
<PAGE>

to a maximum amount of $25,000, (v) Securities Act liability  insurance,  if the
Company so  desires  such  insurance,  and (vi) fees and  expenses  of all other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions contemplated by this Agreement,  including, without limitation, the
Company's independent public accountants  (including the expenses of any comfort
letters or costs associated with the delivery by independent  public accountants
of a comfort  letter or comfort  letters).  In  addition,  the Company  shall be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities  on any  securities  exchange  as  required  hereunder.  The fees and
expenses  referred to in the first  sentence of this Section 4 shall not include
(x) expenses of any Holder's  counsel other than the Special  Counsel or (y) any
underwriting  discounts,  selling  commissions or accountable or non-accountable
expenses paid to any person attributable to Registrable Securities, all of which
shall be borne by the Holder.

     5.   INDEMNIFICATION

          (a) INDEMNIFICATION BY THE COMPANY. The Company shall, notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Holder, the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "LOSSES"),
as  incurred,  arising  out of or  relating  to any  untrue  or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which  they were made) not  misleading,  except to the  extent,  but only to the
extent,  that  such  untrue  statements  or  omissions  are  based  solely  upon
information  regarding  such Holder  furnished in writing to the Company by such
Holder expressly for use therein,  which information was reasonably relied on by
the Company for use  therein or to the extent that such  information  relates to
such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement  thereto.  The Company shall notify
the Holders promptly of the  institution,  threat or assertion of any Proceeding
of which the Company is aware in connection with the  transactions  contemplated
by this  Agreement.  Such  indemnity  shall  remain  in full  force  and  effect
regardless of any investigation made by or on behalf of an Indemnified Party (as
defined in Section 5(c) to this Agreement) and shall survive the transfer of the
Registrable Securities by the Holders.


                                       10
<PAGE>

          (b) INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally and not
jointly,  indemnify  and hold  harmless the Company,  the  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising solely out of or based solely upon any untrue  statement of a
material fact contained in the Registration  Statement,  any Prospectus,  or any
form of  prospectus,  or arising solely out of or based solely upon any omission
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein  (in the case of any  Prospectus  or form of  prospectus  or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement  or  omission  is  contained  in or omitted  from any  information  so
furnished in writing by such Holder to the Company specifically for inclusion in
the  Registration  Statement or such  Prospectus and that such  information  was
reasonably  relied upon by the Company  for use in the  Registration  Statement,
such  Prospectus  or  such  form  of  prospectus  or to  the  extent  that  such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus  Supplement.  Notwithstanding  anything to
the  contrary  contained  herein,  the Holder shall be liable under this Section
5(b) for only that amount as does not exceed the net  proceeds to such Holder as
a result of the sale of  Registrable  Securities  pursuant to such  Registration
Statement.

          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "INDEMNIFYING  PARTY) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

          An Indemnified  Party shall have the right to employ separate  counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the


                                       11
<PAGE>

expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending  Proceeding in respect of which any  Indemnified  Party is a party which
imposes any future obligation on the Indemnified Party or which does not include
an unconditional  release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

          All fees and expenses of the Indemnified  Party (including  reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

          (d) CONTRIBUTION. If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information  supplied by, such Indemnifying,  Party or
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 5(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this  Section  was  available  to such  party  in  accordance  with  its  terms.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable or required to contribute under this Section 5(c) for only that amount as
does not  exceed  the net  proceeds  to such  Holder  as a result of the sale of
Registrable Securities pursuant to such Registration Statement.

          The parties  hereto  agree that it would not be just and  equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.


                                       12
<PAGE>

          The indemnity and  contribution  agreements  contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.

     6.   RULE 144. As long as any Holder owns Preferred  Stock,  Common Shares,
Warrants  or Warrant  Shares,  the Company  covenants  to timely file (or obtain
extensions in respect  thereof and file within the applicable  grace period) all
reports  required to be filed by the Company  after the date hereof  pursuant to
Section  13(a) or 15(d) of the Exchange Act and to promptly  furnish the Holders
with true and complete  copies of all such  filings.  As long as any Holder owns
Preferred Stock,  Common Shares,  Warrants or Warrant Shares,  if the Company is
not required to file reports  pursuant to Section 13(a) or 15(d) of the Exchange
Act, it will make publicly  available and furnish to the Holders the information
required  thereby.  The Company further covenants that it will take such further
action as any Holder may  reasonably  request,  all to the extent  required from
time to time to enable  such Person to sell  Common  Shares and  Warrant  Shares
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by Rule 144 promulgated under the Securities Act, including
compliance  with  the  provisions  of the  Purchase  Agreement  relating  to the
transfer  of the  Common  Shares and  Warrant  Shares.  Upon the  request of any
Holder,  the Company shall deliver to such Holder a written  certification  of a
duly authorized officer as to whether it has complied with such requirements.

     7.   MISCELLANEOUS.

          (a) REMEDIES.  In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

          (b) NO  INCONSISTENT  AGREEMENTS.  Neither  the Company nor any of its
Subsidiaries  has, as of the date hereof,  entered into and currently in effect,
nor shall the Company or any of its  Subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise  conflicts  with the  provisions  hereof.  Except as  disclosed in the
Purchase  Agreement,  neither  the  Company  nor  any  of its  subsidiaries  has
previously  entered  into  any  agreement   currently  in  effect  granting  any
registration rights with respect to any of its securities to any Person. Without
limiting the  generality of the  foregoing,  without the written  consent of the
Holders  of a  majority  of the then  outstanding  Registrable  Securities,  the
Company  shall not grant to any  Person  the right to  request  the  Company  to
register  any  securities  of the Company  under the  Securities  Act unless the
rights so granted are subject in all respects to the prior rights in full of the
Holders set forth herein,  and are not otherwise in conflict with the provisions
of this Agreement.

                                       13
<PAGE>

          (c) NO PIGGYBACK ON REGISTRATIONS.  Neither the Company nor any of its
security  holders (other than the Holders in such capacity  pursuant hereto) may
include securities of the Company in the Registration Statement, and the Company
shall not after the date hereof enter into any agreement providing such right to
any of its  security  holders,  unless  the right so  granted  is subject in all
respects to the prior rights in full of the Holders set forth herein, and is not
otherwise in conflict with the provisions of this Agreement.

          (d)  PIGGY-BACK  REGISTRATIONS.  If at any time  when  there is not an
effective  Registration  Statement  covering  (i) Common  Shares or (ii) Warrant
Shares,  the Company shall  determine to prepare and file with the  Commission a
registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or its then equivalents  relating to equity  securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans, the Company shall send to each holder of Registrable  Securities  written
notice  of such  determination  and,  if within 30 days  after  receipt  of such
notice, any such holder shall so request in writing (which request shall specify
the  Registrable  Securities  intended to be disposed  of by the  Holders),  the
Company will cause the registration  under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the holder, to
the extent requisite to permit the disposition of the Registrable  Securities so
to be  registered,  provided that if at any time after giving  written notice of
its intention to register any  securities and prior to the effective date of the
registration  statement filed in connection with such registration,  the Company
shall determine for any reason not to register or to delay  registration of such
securities,  the  Company  may, at its  election,  give  written  notice of such
determination to such holder and, thereupon,  (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such  registration (but not from its obligation to
pay expenses in  accordance  with  Section 4 hereof),  and (ii) in the case of a
determination to delay registering,  shall be permitted to delay registering any
Registrable  Securities being  registered  pursuant to this Section 7(d) for the
same period as the delay in registering such other securities. The Company shall
include  in such  registration  statement  all or any  part of such  Registrable
Securities such holder requests to be registered;  PROVIDED,  HOWEVER,  that the
Company shall not be required to register any Registrable Securities pursuant to
this  Section  7(d) that are  eligible  for sale  pursuant to Rule 144(k) of the
Securities Act. In the case of an underwritten  public offering,  if the Company
after  consultation with the managing  underwriter  should reasonably  determine
that the inclusion of such Registrable  Securities  would  materially  adversely
affect the offering  contemplated in such registration  statement,  and based on
such determination  recommends inclusion in such registration statement of fewer
or none of the  Registrable  Securities  of the Holders,  then (x) the number of
Registrable  Securities of the Holders included in such  registration  statement
shall  be  reduced  pro-rata  among  such  Holders  (based  upon the  number  of
Registrable  Securities  requested to be included in the  registration),  if the
Company after consultation with the  underwriter(s)  recommends the inclusion of
fewer Registrable  Securities,  or (y) none of the Registrable Securities of the
Holders shall be included in such registration  statement,  if the Company after
consultation  with the  underwriter(s)  recommends the inclusion of none of such
Registrable Securities;  PROVIDED, HOWEVER, that if securities are being offered


                                       14
<PAGE>

for the  account  of other  persons or  entities  as well as the  Company,  such
reduction  shall not represent a greater  fraction of the number of  Registrable
Securities  intended to be offered by the Holders  than the  fraction of similar
reductions imposed on such other persons or entities (other than the Company).

          (e)  FAILURE TO FILE  REGISTRATION  STATEMENT  AND OTHER  EVENTS.  The
Company  and the  Holders  agree that the  Holders  will  suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner  contemplated  herein during the Effectiveness  Period.
The  Company  and the  Holders  further  agree that it would not be  feasible to
ascertain  the extent of such damages with  precision.  Accordingly,  if (i) the
Registration  Statement is not filed on or prior to the Filing  Date,  or is not
declared  effective by the Commission on or prior to the Effectiveness  Date (or
in the event an  additional  Registration  Statement is filed because the actual
number of Common  Shares and  Warrant  Shares,  exceeds  the number of shares of
Common Stock initially registered is not filed and declared effective within the
time periods set forth in Section 2(a)), or (ii) the  Registration  Statement is
filed with and declared  effective by the Commission but thereafter ceases to be
effective as to all  Registrable  Securities at any time prior to the expiration
of the Effectiveness Period, without being succeeded immediately by a subsequent
Registration  Statement filed with and declared effective by the Commission,  or
(iii) the Common Stock is delisted  from  Nasdaq,  or (iv) trading in the Common
Stock is  suspended  from Nasdaq and the  over-the-counter  electronic  bulletin
board  (OTC) for any reason  for more than five (5)  Business  Days,  or (v) the
exercise  rights of the Holders in regard to the Warrants are  suspended for any
reason, or (vi) the Company breaches in a material respect any covenant or other
material term or condition to this Agreement, the Purchase Agreement (other than
a  representation  or  warranty  contained  therein)  or  any  other  agreement,
document,  certificate  or other  instrument  delivered in  connection  with the
transactions  contemplated  hereby and thereby,  and such breach continues for a
period of 30 days after  written  notice  thereof to the  Company,  or (vii) the
Company has breached  Section 3(n) of this Agreement (any such failure or breach
being  referred to as an "EVENT"),  the Company  shall pay in cash as liquidated
damages for such  failure and not as a penalty to each Holder an amount equal to
two percent (2%) of such  Holder's pro rata share of the purchase  price paid by
all Holders for the Preferred Stock purchased pursuant to the Purchase Agreement
for each 30 day period until the applicable Event has been cured, which shall be
pro rated for such periods less than 30 days (the "PERIODIC  Amount").  Payments
to be made  pursuant to this Section  7(e) shall be due and payable  immediately
upon demand in  immediately  available  cash funds.  The parties  agree that the
Periodic Amount represents a reasonable  estimate on the part of the parties, as
of the date of this Agreement,  of the amount of damages that may be incurred by
the Holders if the Registration Statement is not filed on or prior to the Filing
Date or has not been  declared  effective by the  Commission  on or prior to the
Effectiveness Date and maintained in the manner  contemplated  herein during the
Effectiveness  Period or if any other Event as  described  herein has  occurred.
Amounts  payable  under this  Section  7(e) shall be in  addition to any amounts
payable under Section 2(b).

          (f)  SPECIFIC ENFORCEMENT, CONSENT TO JURISDICTION.

               (i) The  Company  and the  Holders  acknowledge  and  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement or the Purchase  Agreement were not performed in accordance with their


                                       15
<PAGE>

specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be entitled to an injunction  or  injunctions  to prevent or cure
breaches of the  provisions of this  Agreement or the Purchase  Agreement and to
enforce  specifically the terms and provisions hereof or thereof,  this being in
addition  to any other  remedy to which  any of them may be  entitled  by law or
equity.

               (ii) Each of the Company  and the Holders (i) hereby  irrevocably
submits to the  jurisdiction of the United States  District Court,  the New York
State courts and other courts of the United  States  sitting in New York County,
New York for the purposes of any suit,  action or  proceeding  arising out of or
relating to this Agreement and (ii) hereby  waives,  and agrees not to assert in
any such suit, action or proceeding, any claim that it is not personally subject
to the  jurisdiction  of such  court,  that the suit,  action or  proceeding  is
brought  in an  inconvenient  forum or that the  venue of the  suit,  action  or
proceeding is improper.  The Company and each of the Holders consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this  Agreement  and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing in this paragraph shall affect or limit any right to
serve process in any other manner permitted by law.

          (g)  AMENDMENTS  AND  WAIVERS.   The  provisions  of  this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and each of the Holders.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the  rights of certain  Holders  and that does not  directly  or
indirectly  affect  the  rights of other  Holders  may be given by Holders of at
least a majority of the  Registrable  Securities to which such waiver or consent
relates;  PROVIDED,  HOWEVER,  that the  provisions  of this sentence may not be
amended,  modified,  or supplemented except in accordance with the provisions of
the immediately preceding sentence.

          (h)  NOTICES.   Any  and  all  notices  or  other   communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and shall be deemed to have been  delivered:  (i) upon receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  Business  Day after  deposit  with a  nationally
recognized over night delivery service,  in each case properly  addressed to the
party to receive the same. The addresses for such  communications  shall be with
respect to each  Holder at its  address  set forth  under its name on Schedule 1
attached hereto, or with respect to the Company, addressed to:

                  Company Info:     SkyMall, Inc.
                                    Attn: General Counsel
                                    1520 E. Pima Street
                                    Phoenix, Arizona 85034


                                       16
<PAGE>

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Copies of notices to the Issuer  shall also be sent to Squire,
Sanders & Dempsey L.L.P., Two Renaissance Square, 40 North Central Avenue, Suite
2700,  Phoenix,  Arizona 85004. Copies of notices to any Holder shall be sent to
the addresses listed on Schedule 1 attached hereto, if applicable.

          (i) SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of each Holder and its  successors  and  assigns.
The Company may not assign this  Agreement  or any of its rights or  obligations
hereunder  without the prior  written  consent of each  Holder.  Each Holder may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.

          (j)  ASSIGNMENT  OF  REGISTRATION  RIGHTS.  The rights of each  Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable by each Holder to any transferee of such Holder of all
or a portion  of the  shares of the  Registrable  Securities  if: (i) the Holder
agrees in writing with the  transferee or assignee to assign such rights,  and a
copy of such  agreement  is furnished  to the Company  within a reasonable  time
after such assignment,  (ii) the Company is, within a reasonable time after such
transfer  or  assignment,  furnished  with  written  notice  of (a) the name and
address of such  transferee or assignee,  and (b) the securities with respect to
which  such  registration  rights  are  being  transferred  or  assigned,  (iii)
following such transfer or assignment the further disposition of such securities
by the  transferee  or  assignees is  restricted  under the  Securities  Act and
applicable  state  securities  laws,  (iv) at or  before  the time  the  Company
receives the written  notice  contemplated  by clause (ii) of this Section 7(j),
the transferee or assignee agrees in writing with the Company to be bound by all
of the provisions of this Agreement,  and (v) such transfer shall have been made
in accordance  with the applicable  requirements of the Purchase  Agreement.  In
addition, each Holder shall have the right to assign its rights hereunder to any
other Person with the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  The  rights to  assignment  shall  apply to the
Holders (and to subsequent) successors and assigns.

          (k)  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

          (l) GOVERNING LAW. This  Agreement  shall be governed by and construed
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
principles of conflicts of law thereof.

          (m) CUMULATIVE  REMEDIES.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.


                                       17
<PAGE>

          (n) SEVERABILITY.  If any term, provision,  covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  DECLARED  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

          (o) HEADINGS.  The headings  herein are for  convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

          (p)  SHARES  HELD BY THE  COMPANY  AND ITS  AFFILIATES.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such Registrable Securities and/or membership on the Company's Board
of  Directors)  shall not be  counted in  determining  whether  such  consent or
approval was given by the Holders of such required percentage.

          (q)  NOTICE  OF  EFFECTIVENESS.  As  promptly  as  possible  after the
Registration  Statement  which  includes the  Registrable  Securities is ordered
effective by the  Commission,  the Company shall deliver,  and shall cause legal
counsel for the Company to deliver,  to the transfer agent for such  Registrable
Securities (with copies to the Holders whose Registrable Securities are included
in such  Registration  Statement  and  Special  Counsel)  confirmation  that the
Registration Statement has been declared effective by the Commission in the form
attached hereto as EXHIBIT A.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       18
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed by their respective  authorized  persons as of the
date first indicated above.


                                     SKYMALL, INC.


                                     By: /s/ Robert M. Worsley
                                         ---------------------------------------
                                         Name:  Robert M. Worsley
                                         Title: President


                                     INVESTOR:


                                     By: /s/
                                         ---------------------------------------
                                         Name:
                                         Title:


                                     INVESTOR:


                                     By: /s/
                                         ---------------------------------------
                                         Name:
                                         Title:

                                     INVESTOR:


                                     By: /s/
                                         ---------------------------------------
                                         Name:
                                         Title:



                                       19
<PAGE>

                                    EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER AGENT]
ATTN:

          RE: COMPANY

Ladies and Gentlemen:

     We are  counsel to SkyMall,  Inc.,  a company  incorporated  in Nevada (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Stock and Warrant Purchase Agreement (the "PURCHASE  AGREEMENT") entered into by
and among  the  Company  and the  investors  named  therein  (collectively,  the
"INVESTORS") pursuant to which the Company issued to the Investors (i) shares of
its Series B Junior Convertible  Preferred Stock, par value $.001 per share (the
"PREFERRED  SHARES"),  and (ii) warrants to purchase  shares of the Common Stock
(the  "WARRANTS").  Pursuant  to the  Purchase  Agreement,  the Company has also
entered into a Registration Rights Agreement with the Holders (the "REGISTRATION
RIGHTS AGREEMENT")  pursuant to which the Company agreed, among other things, to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement),  including the shares of Common Stock  issuable  upon  conversion or
exercise of the  Preferred  Shares and  Warrants,  as the case may be, under the
Securities  Act of 1933,  as amended (the "1933 ACT").  In  connection  with the
Company's  obligations under the Registration Rights Agreement,  on ____________
___,  2000,  the Company  filed a  Registration  Statement on Form S-3 (File No.
333-_____________)  (the  "REGISTRATION  STATEMENT")  with  the  Securities  and
Exchange  Commission (the "SEC") relating to the  Registrable  Securities  which
names each of the Investors as a selling stockholder thereunder.

     In connection with the foregoing,  we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the 1933 Act at  [ENTER  TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,  after
telephonic  inquiry  of a  member  of the  SEC's  staff,  that  any  stop  order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                         Very truly yours,

                                         [COMPANY'S COUNSEL]

                                         By:

cc:      [LIST NAMES OF HOLDERS AND SPECIAL COUNSEL]

                                                                    Exhibit 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our report  dated  March 1, 1999
included in SkyMall,  Inc.'s Form 10-K for the year ended December 31, 1998  and
to all references to our firm included in this registration statement.

                                                             ARTHUR ANDERSEN LLP



Phoenix, Arizona,
  January 10, 2000.



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