EXHIBIT 4.1

                      CERTIFICATE OF DESIGNATIONS, RIGHTS,
                           PREFERENCES AND LIMITATIONS

                                  SKYMALL, INC.
                   SERIES A JUNIOR CONVERTIBLE PREFERRED STOCK

 PURSUANT TO TITLE 7, CHAPTER 78, SECTION 78.195 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  78.195  of  the  Nevada  Revised  Statutes,  does  hereby  submit  this
Certificate of Designations, Rights, Preferences and Limitations 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 A 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) 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  obtained in accordance  with
         Section 3 hereof,  such class or series of capital stock  specifically,
         by its  terms,  ranks  senior  to or PARI  PASSU  with the  Convertible
         Preferred Stock);  (iii) 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 obtained in accordance with
         Section 3 hereof)  specifically  ranking,  by its terms, on parity with
         the  Convertible  Preferred Stock ("Pari Passu  Securities");  and (iv)
         junior  to any  class or series  of  capital  stock of the  Corporation
         hereafter  created  (with the  consent of the  holders  of  Convertible
         Preferred   Stock  obtained  in  accordance   with  Section  3  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.


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                  c.  NUMBER  OF  SHARES  IN  SERIES.  The  number  of shares of
         Convertible Preferred Stock created hereby shall be 150,000 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) CONVERSION  RATIO.  Subject to the conversion  limitations
         set forth in  Section  2(e)(ii),  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 so such holder pursuant to Section 2(b) of the
         Registration  Rights  Agreement,  dated as of December 20, 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
         mean $7.00.

                      The conversion ratio will be subject to  adjustment in the
         event   the  Corporation  shall  do  any  of the  following:  (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  Stock at a price per share
         less than the then  current  market  price per share of Common Stock 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  ratio 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
         owned immediately  following such action had the Convertible  Preferred
         Stock been converted  immediately prior thereto.  An adjustment so made
         shall become effective immediately after the record date in the case of
         a dividend or distribution and shall become effective immediately after
         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


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<PAGE>

         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.  No adjustment in the
         conversion ratio shall be required unless such adjustment would require
         an increase  or  decrease  of at least one  percent in such  conversion
         ratio;  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.

                  (ii) 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)(ii).  Each  share of  Convertible
         Preferred Stock shall be  automatically  converted into Common Stock in
         accordance  with the terms of Section 2(e)(i) above at such time as 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.

                  (iii) 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 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.  As promptly
         as  practicable  after  receipt  of  a  holder's  share  certificate(s)
         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.

                  e. MANDATORY REDEMPTION. In the event the Corporation fails to
         obtain the Shareholder  Approval 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 Section 2(b) of the Registration Rights Agreement.

                  f. 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,  plus any unpaid  cumulative


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<PAGE>

         and current accrued  dividends,  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,  then all such assets shall be
         distributed  ratably  among the holders of such  shares of  Convertible
         Preferred  Stock,  first in payment of the  Liquidation  Preference per
         share of Convertible  Preferred  Stock, 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,  together  with such  unpaid  cumulative  and current
         accrued  dividends,  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.

                  g.  DIVIDENDS.  The  Convertible  Preferred Stock shall not be
         entitled  to the payment of  dividends  or other  distributions  of the
         assets of the Corporation.

                  h. VOTING RIGHTS.  Each holder of Convertible  Preferred Stock
         shall have no voting rights (except as otherwise required by law).

         3. PROTECTIVE  PROVISIONS.  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:

          (a)  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;

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

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

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

          (e)  increase the par value of the Common Stock.


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<PAGE>

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

               A  STATEMENT   OF  THE  RIGHTS,   PREFERENCES,   PRIVILEGES   AND
               RESTRICTIONS  GRANTED OR IMPOSED  UON 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 THE  HOLDER  HEREOF  FIRST  HAVING  OBTAINED  AN  OPINION OF
               COUNSEL OF THE ISSUER, OR OTHER COUNSEL REASONABLE  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.

          5.   DATE OF  RESOLUTION.  The  foregoing  Resolution  of the Board of
Directors of SkyMall,  Inc. was adopted by the Board of Directors on the 9th day
of December, 1999.


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<PAGE>

         I, THE UNDERSIGNED,  being the President and Chief Executive Officer 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,  does 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 9th day of
December, 1999.


                                             /s/ Robert M. Worsley
                                             ----------------------------------
                                             Robert M. Worsley, President & CEO


ATTEST:


/s/ Steven T. Lawrence
---------------------------------------
Steven T. Lawrence, Assistant Secretary


STATE OF ARIZONA           )
                                    )ss.
COUNTY OF MARICOPA         )

         On this  20th  day of  December,  1999,  before  me, a Notary  Public,
personally  appeared Robert M. Worsley and Steven T. Lawrence,  each of whom has
acknowledged that he/she executed the above instrument.


                                        /s/ Terri A. Rosner
                                        ----------------------------------------
                                        Notary Public

My Commission Expires:

February 28, 2003
--------------------

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