Exhibit 4.3
                                 FORM OF WARRANT


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                                  SKYMALL, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                        Number of Shares:
Date of Issuance: December ___, 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 20, 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 falls on a  Saturday,  Sunday or
         other day on which banks are required or authorized to be closed in the
         City of New York or the State of New York or 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


                                       3
<PAGE>

         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
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


                                       4
<PAGE>

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  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


                                       5
<PAGE>

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,   then
notwithstanding  anything  contained herein to the 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


                                       6
<PAGE>

                         (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, 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


                                       7
<PAGE>

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;  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
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


                                       8
<PAGE>

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 hereof, 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
the case may be. 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.


                                       9
<PAGE>

         (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
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),


                                       10
<PAGE>

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
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 (an "Accredited Investor").

         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  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 Agreement.

         10. LOST, STOLEN,  MUTILATED OR DESTROYED  WARRANT.  If this Warrant is
lost,  stolen,  mutilated  or  destroyed,  the Company  shall,  on receipt of an


                                       11
<PAGE>

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:

                  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
<PAGE>

         12. DATE. The date of this Warrant is [ ]. This Warrant, in all events,
shall be  wholly  void and of no  effect  after  the  close of  business  on the
Expiration Date, 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 no such action may increase  the Warrant  Exercise  Price of the  Warrants,
decrease the number of shares or 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 corporate
laws of the State of New York shall  govern all issues  concerning  the relative
rights of the Company and its stockholders.  All other questions  concerning 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 irrevocably consents and submits to the nonexclusive  jurisdiction of the
Supreme Court of the State of New York and the United States  District Court for
the Southern District of New York in connection with any proceeding  arising out
of or relating to this  Warrant,  waives any objection to venue in the County of
New York,  State of New York, or such  District,  and agrees that service of any
summons,  complaint,  notice of other process relating to such proceeding may be
effected in the manner provided by Section 10 hereof.

         15.  RESTRICTION  ON EXERCISE OF WARRANT.  Notwithstanding  anything in
this Warrant to the contrary,  this Warrant may not be exercised until such time
as the  shareholders of the Corporation have approved the issuance of the shares
of Common Stock  issuable upon  exercise of this Warrant 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

                            [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