Exhibit 4.5

THIS WARRANT AND THE SHARES  ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED.  EXCEPT  AS
OTHERWISE SET FORTH  HEREIN,  NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM,
SUBSTANCE   AND  SCOPE,   CUSTOMARY   FOR  OPINIONS  OF  COUNSEL  IN  COMPARABLE
TRANSACTIONS,  THAT  REGISTRATION  IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.

                                                                        Right to
                                                                        Purchase
                                                                     ___________
                                                                       Shares of
                                                                   Common Stock,
                                                                 par value $.001
                                                                       per share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT,  for value  received,  SCHNEIDER  SECURITIES  or its
registered  assigns,  is entitled  to  purchase  from  SKYMALL,  INC.,  a Nevada
corporation (the "Company"),  at any time or from time to time during the period
specified in Paragraph 2 hereof, ___________________________ (______) fully paid
and  nonassessable  shares of the Company's  Common  Stock,  par value $.001 per
share  (the  "Common  Stock"),  at an  exercise  price of $7.00 per  share  (the
"Exercise  Price").  The term  "Warrant  Shares," as used herein,  refers to the
shares of  Common  Stock  purchasable  hereunder.  The  Warrant  Shares  and the
Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.  The
term Warrants means this Stock Purchase Warrant.

     This Warrant is subject to the following terms, provisions, and conditions:

     1.   MANNER OF  EXERCISE;  ISSUANCE  OF  CERTIFICATES;  PAYMENT FOR SHARES.
Subject to the  provisions  hereof,  this Warrant may be exercised by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as it may  designate  by notice  to the  holder  hereof),  and upon (i)
payment to the Company in cash,  by certified or official  bank check or by wire
transfer  for the account of the Company of the  Exercise  Price for the Warrant
Shares specified in the Exercise  Agreement or (ii) delivery to the Company of a
written  notice of an election to effect a  "Cashless  Exercise"  (as defined in
Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement.
The  Warrant  Shares so  purchased  shall be  deemed to be issued to the  holder
hereof or such holder's designee,  as the record owner of such shares, as of the
close of business on the date on which this Warrant shall have been surrendered,
the completed  Exercise  Agreement shall have been delivered,  and payment shall
have been made for such shares (or an election to effect a Cashless Exercise has


<PAGE>

been made) as set forth above. Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable  time, not exceeding
two (2) business  days,  after this Warrant  shall have been so  exercised.  The
certificates so delivered shall be in such  denominations as may be requested by
the holder  hereof and shall be  registered  in the name of such  holder or such
other name as shall be  designated  by such holder.  If this Warrant  shall have
been exercised only in part, then, unless this Warrant has expired,  the Company
shall, at its expense, at the time of delivery of such certificates,  deliver to
the holder a new Warrant representing the number of shares with respect to which
this Warrant shall not then have been exercised.

          Notwithstanding anything in this Warrant to the contrary,  in no event
shall the Holder of this  Warrant be  entitled  to exercise a number of Warrants
(or portions  thereof) in excess of the number of Warrants (or portions thereof)
upon  exercise  of which the sum of (i) the  number  of  shares of Common  Stock
beneficially  owned by the  Holder  and its  affiliates  and (ii) the  number of
shares of Common  Stock  issuable  upon  exercise of the  Warrants  (or portions
thereof) with respect to which the determination described herein is being made,
would result in  beneficial  ownership by the Holder and its  affiliates of more
than 4.9% of the  outstanding  shares  of  Common  Stock.  For  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) hereof.

     2.   PERIOD OF EXERCISE.  This Warrant is  exercisable  at any time or from
time to time on or after the date on which this Warrant is issued and  delivered
(the "Issue  Date") and before 5:00 p.m.,  New York City time on the third (3rd)
anniversary of the Issue Date (the "Exercise Period").

     3.   CERTAIN  AGREEMENTS OF THE COMPANY.  The Company hereby  covenants and
agrees as follows:

          (a)  SHARES TO BE FULLY PAID. All Warrant  Shares will,  upon issuance
in accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable  and free from all taxes,  liens,  and charges with respect to the
issue thereof.

          (b)  RESERVATION OF SHARES.  During the Exercise  Period,  the Company
shall at all times have  authorized,  and  reserved  for the purpose of issuance
upon exercise of this Warrant,  a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

          (c)  LISTING.  The Company  shall  promptly  secure the listing of the
shares of Common Stock  issuable upon exercise of the Warrant upon each national
securities  exchange or automated quotation system, if any, upon which shares of
Common  Stock are then  listed  (subject to  official  notice of  issuance  upon
exercise of this  Warrant)  and shall  maintain,  so long as any other shares of


                                     Page 2
<PAGE>

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, 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.

          (d)  CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of
its charter 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 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.

          (e)  SUCCESSORS  AND  ASSIGNS.  This  Warrant will be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all the Company's assets.

     4.   ANTIDILUTION  PROVISIONS.  During the  Exercise  Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Paragraph 4.

          In the event that any  adjustment  of the  Exercise  Price as required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
to the nearest cent.

          (a)  ADJUSTMENT  OF EXERCISE  PRICE AND NUMBER OF SHARES UPON ISSUANCE
OF COMMON  STOCK.  Except as  otherwise  provided  in  Paragraphs  4(c) and 4(e)
hereof, if and whenever on or after the Issue Date of this Warrant,  the Company
issues or sells,  or in accordance  with Paragraph 4(b) hereof is deemed to have
issued  or sold,  any  shares  of Common  Stock  for no  consideration  or for a
consideration per share (before deduction of reasonable  expenses or commissions
or underwriting  discounts or allowances in connection  therewith) less than the
Market  Price  (as  hereinafter  defined)  on the date of  issuance  (or  deemed
issuance) of such Common Stock (a "Dilutive  Issuance"),  then  immediately upon
the Dilutive Issuance,  the Exercise Price will be reduced to a price determined
by multiplying  the Exercise Price in effect  immediately  prior to the Dilutive


                                     Page 3
<PAGE>

Issuance by a fraction, (i) the numerator of which is an amount equal to the sum
of (x) the number of shares of Common  Stock  actually  outstanding  immediately
prior  to the  Dilutive  Issuance,  plus  (y)  the  quotient  of  the  aggregate
consideration, calculated as set forth in Paragraph 4(b) hereof, received by the
Company  upon such  Dilutive  Issuance  divided  by the  Market  Price in effect
immediately prior to the Dilutive Issuance, and (ii) the denominator of which is
the total number of shares of Common Stock Deemed Outstanding (as defined below)
immediately after the Dilutive Issuance.

          (b)  EFFECT ON  EXERCISE  PRICE OF CERTAIN  EVENTS.  For  purposes  of
determining  the  adjusted  Exercise  Price under  Paragraph  4(a)  hereof,  the
following will be applicable:

               (i)  ISSUANCE OF RIGHTS OR OPTIONS.  If the Company in any manner
     issues  or  grants  any  warrants,   rights  or  options,  whether  or  not
     immediately  exercisable,  to subscribe for or to purchase  Common Stock or
     other  securities   convertible  into  or  exchangeable  for  Common  Stock
     ("Convertible  Securities") (such warrants,  rights and options to purchase
     Common  Stock or  Convertible  Securities  are  hereinafter  referred to as
     "Options")  and the price per share for which Common Stock is issuable upon
     the  exercise of such  Options is less than the Market Price on the date of
     issuance or grant of such Options,  then the maximum total number of shares
     of Common Stock  issuable upon the exercise of all such Options will, as of
     the  date of the  issuance  or  grant  of such  Options,  be  deemed  to be
     outstanding  and to have been issued and sold by the Company for such price
     per share. For purposes of the preceding sentence, the "price per share for
     which  Common  Stock is  issuable  upon the  exercise  of such  Options" is
     determined by dividing (i) the total amount, if any, received or receivable
     by the Company as  consideration  for the  issuance or granting of all such
     Options, plus the minimum aggregate amount of additional consideration,  if
     any, payable to the Company upon the exercise of all such Options, plus, in
     the case of  Convertible  Securities  issuable  upon the  exercise  of such
     Options, the minimum aggregate amount of additional  consideration  payable
     upon the  conversion  or  exchange  thereof  at the time  such  Convertible
     Securities first become  convertible or  exchangeable,  by (ii) the maximum
     total  number of shares of Common Stock  issuable  upon the exercise of all
     such Options  (assuming  full  conversion  of  Convertible  Securities,  if
     applicable).  No further adjustment to the Exercise Price will be made upon
     the actual  issuance of such Common Stock upon the exercise of such Options
     or upon the conversion or exchange of Convertible  Securities issuable upon
     exercise of such Options.

               (ii) ISSUANCE OF  CONVERTIBLE  SECURITIES.  If the Company in any
     manner  issues  or  sells  any  Convertible  Securities,   whether  or  not
     immediately  convertible  (other than where the same are issuable  upon the
     exercise  of  Options)  and the price per share for which  Common  Stock is
     issuable upon such  conversion or exchange is less than the Market Price on
     the date of issuance of such Convertible Securities, then the maximum total
     number of shares of Common Stock  issuable upon the  conversion or exchange
     of all such Convertible  Securities will, as of the date of the issuance of


                                     Page 4
<PAGE>

     such Convertible  Securities,  be deemed to be outstanding and to have been
     issued and sold by the Company for such price per share.  For the  purposes
     of the preceding  sentence,  the "price per share for which Common Stock is
     issuable  upon such  conversion  or exchange" is determined by dividing (i)
     the  total  amount,  if any,  received  or  receivable  by the  Company  as
     consideration for the issuance or sale of all such Convertible  Securities,
     plus the minimum  aggregate  amount of  additional  consideration,  if any,
     payable to the Company upon the conversion or exchange  thereof at the time
     such Convertible  Securities first become  convertible or exchangeable,  by
     (ii) the maximum  total number of shares of Common Stock  issuable upon the
     conversion  or  exchange  of all such  Convertible  Securities.  No further
     adjustment to the Exercise  Price will be made upon the actual  issuance of
     such  Common  Stock  upon  conversion  or  exchange  of  such   Convertible
     Securities.

               (iii)CHANGE IN OPTION  PRICE OR  CONVERSION  RATE.  If there is a
     change at any time in (i) the amount of additional consideration payable to
     the Company upon the exercise of any Options; (ii) the amount of additional
     consideration,  if any,  payable  to the  Company  upon the  conversion  or
     exchange  of any  Convertible  Securities;  or (iii)  the rate at which any
     Convertible  Securities are  convertible  into or  exchangeable  for Common
     Stock  (other  than under or by reason of  provisions  designed  to protect
     against dilution),  the Exercise Price in effect at the time of such change
     will be readjusted to the Exercise Price which would have been in effect at
     such time had such  Options or  Convertible  Securities  still  outstanding
     provided for such changed  additional  consideration or changed  conversion
     rate, as the case may be, at the time initially granted, issued or sold.

               (iv) TREATMENT  OF EXPIRED  OPTIONS AND  UNEXERCISED  CONVERTIBLE
     SECURITIES.  If, in any case,  the total  number of shares of Common  Stock
     issuable upon exercise of any Option or upon  conversion or exchange of any
     Convertible  Securities is not, in fact,  issued and the rights to exercise
     such Option or to convert or exchange  such  Convertible  Securities  shall
     have  expired or  terminated,  the  Exercise  Price then in effect  will be
     readjusted  to the  Exercise  Price  which would have been in effect at the
     time of such  expiration  or  termination  had such  Option or  Convertible
     Securities,  to the extent outstanding immediately prior to such expiration
     or  termination  (other  than in respect of the actual  number of shares of
     Common  Stock  issued upon  exercise  or  conversion  thereof),  never been
     issued.

               (v)  CALCULATION OF CONSIDERATION  RECEIVED. If any Common Stock,
     Options or Convertible Securities are issued, granted or sold for cash, the
     consideration  received  therefor  for purposes of this Warrant will be the
     amount  received by the Company  therefor,  before  deduction of reasonable
     commissions,  underwriting  discounts  or  allowances  or other  reasonable
     expenses paid or incurred by the Company in connection  with such issuance,
     grant or sale. In case any Common Stock, Options or Convertible  Securities
     are issued or sold for a consideration  part or all of which shall be other


                                     Page 5
<PAGE>

     than cash, the amount of the consideration  other than cash received by the
     Company  will be the fair value of such  consideration,  except  where such
     consideration  consists  of  securities,   in  which  case  the  amount  of
     consideration  received by the Company will be the Market Price  thereof as
     of the date of receipt.  In case any Common Stock,  Options or  Convertible
     Securities  are  issued  in  connection  with any  acquisition,  merger  or
     consolidation in which the Company is the surviving corporation, the amount
     of  consideration  therefor  will be  deemed  to be the fair  value of such
     portion of the net assets and business of the non-surviving  corporation as
     is attributable to such Common Stock, Options or Convertible Securities, as
     the case may be.  The fair  value of any  consideration  other than cash or
     securities  will be  determined  in good faith by the Board of Directors of
     the Company.

               (vi) EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment to
     the  Exercise  Price will be made (i) upon the  exercise  of any  warrants,
     options or convertible  securities  granted,  issued and outstanding on the
     date of  issuance of this  Warrant;  (ii) upon the grant or exercise of any
     stock or options  which may  hereafter  be granted or  exercised  under any
     employee  benefit plan of the Company now existing or to be  implemented in
     the future, so long as the issuance of such stock or options is approved by
     a majority  of the  independent  members of the Board of  Directors  of the
     Company  or a  majority  of  the  members  of a  committee  of  independent
     directors  established for such purpose;  or (iii) upon the exercise of the
     Warrants or the  securities  issued or issuable  pursuant to the Securities
     Purchase Agreement.

          (c)  SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
time  subdivides  (by  any  stock  split,   stock  dividend,   recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.

          (d)  ADJUSTMENT  IN NUMBER OF  SHARES.  Upon  each  adjustment  of the
Exercise  Price  pursuant to the  provisions of this  Paragraph 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

          (e)  CONSOLIDATION,  MERGER OR SALE. In case of any  consolidation  of
the Company  with,  or merger of the Company into any other  corporation,  or in
case of any sale or conveyance of all or substantially  all of the assets of the
Company  other than in  connection  with a plan of complete  liquidation  of the
Company,  then  as  a  condition  of  such  consolidation,  merger  or  sale  or


                                     Page 6
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conveyance,  adequate  provision will be made whereby the holder of this Warrant
will have the right to acquire and receive upon exercise of this Warrant in lieu
of the  shares of  Common  Stock  immediately  theretofore  acquirable  upon the
exercise of this Warrant,  such shares of stock,  securities or assets as may be
issued or payable  with  respect to or in  exchange  for the number of shares of
Common Stock immediately  theretofore acquirable and receivable upon exercise of
this  Warrant had such  consolidation,  merger or sale or  conveyance  not taken
place. In any such case, the Company will make  appropriate  provision to insure
that the provisions of this Paragraph 4 hereof will  thereafter be applicable as
nearly as may be in  relation  to any shares of stock or  securities  thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation,  merger or sale or  conveyance  unless prior to the  consummation
thereof,  the successor or acquiring  entity (if other than the Company) and, if
an entity  different  from the successor or acquiring  entity,  the entity whose
capital  stock or assets  the  holders of the Common  Stock of the  Company  are
entitled  to  receive  as a  result  of such  consolidation,  merger  or sale or
conveyance  assumes by written instrument the obligations under this Paragraph 4
and the  obligations  to deliver to the holder of this  Warrant  such  shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
holder may be entitled to acquire.

          (f)  DISTRIBUTION OF ASSETS. In case the Company shall declare or make
any distribution of its assets  (including cash) to holders of Common Stock as a
partial liquidating  dividend,  by way of return of capital or otherwise,  then,
after  the  date  of  record  for  determining  stockholders  entitled  to  such
distribution,  but prior to the date of distribution, the holder of this Warrant
shall be entitled  upon  exercise of this Warrant for the purchase of any or all
of the shares of Common  Stock  subject  hereto,  to receive  the amount of such
assets  which  would have been  payable to the holder had such  holder  been the
holder of such shares of Common  Stock on the record date for the  determination
of stockholders entitled to such distribution.

          (g)  NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any event  which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company shall give notice  thereof to the holder of this  Warrant,  which notice
shall state the Exercise Price  resulting from such  adjustment and the increase
or  decrease  in the number of  Warrant  Shares  purchasable  at such price upon
exercise,  setting forth in reasonable  detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by the chief financial officer of the Company.

          (h)  MINIMUM  ADJUSTMENT  OF  EXERCISE  PRICE.  No  adjustment  of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.


                                     Page 7
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          (i)  NO FRACTIONAL SHARES. No fractional shares of Common Stock are to
be issued upon the exercise of this  Warrant,  but the Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

          (j)  OTHER NOTICES. In case at any time:

               (i)  the Company shall declare any dividend upon the Common Stock
     payable  in shares  of stock of any  class or make any  other  distribution
     (including  dividends  or  distributions  payable  in cash out of  retained
     earnings) to the holders of the Common Stock;

               (ii) the  Company  shall offer for  subscription  pro rata to the
     holders of the Common Stock any additional  shares of stock of any class or
     other rights;

               (iii)there shall be any capital  reorganization  of the  Company,
     or  reclassification of the Common Stock, or consolidation or merger of the
     Company with or into,  or sale of all or  substantially  all its assets to,
     another corporation or entity; or

               (iv) there  shall  be a  voluntary  or  involuntary  dissolution,
     liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings  referred to in clauses (i), (ii),  (iii)
and (iv) above.

          (k)  CERTAIN EVENTS.  If any event occurs of the type  contemplated by
the adjustment  provisions of this Paragraph 4 but not expressly provided for by
such  provisions,  the  Company  will give  notice of such event as  provided in
Paragraph  4(g)  hereof,  and the  Company's  Board of  Directors  will  make an


                                     Page 8
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appropriate  adjustment in the Exercise Price and the number of shares of Common
Stock  acquirable upon exercise of this Warrant so that the rights of the Holder
shall be neither enhanced nor diminished by such event.

          (l)  CERTAIN DEFINITIONS.

               (i)  "COMMON STOCK DEEMED  OUTSTANDING"  shall mean the number of
     shares of Common Stock actually outstanding (not including shares of Common
     Stock held in the treasury of the Company),  plus (x) pursuant to Paragraph
     4(b)(i) hereof, the maximum total number of shares of Common Stock issuable
     upon the exercise of Options,  as of the date of such  issuance or grant of
     such Options,  if any, and (y) pursuant to Paragraph  4(b)(ii) hereof,  the
     maximum total number of shares of Common Stock issuable upon  conversion or
     exchange  of  Convertible  Securities,  as of the date of  issuance of such
     Convertible Securities, if any.

               (ii) "MARKET PRICE," as of any date, (i) means the average of the
     last  reported  sale  prices for the  shares of Common  Stock on the Nasdaq
     National  Market  ("Nasdaq")  for the five  (5)  trading  days  immediately
     preceding  such date as  reported  by  Bloomberg  Financial  Markets  or an
     equivalent  reliable reporting service mutually acceptable to and hereafter
     designated by the holder of this Warrant and the Company ("Bloomberg"),  or
     (ii) if Nasdaq is not the principal trading market for the shares of Common
     Stock,  the  average  of the last  reported  sale  prices on the  principal
     trading  market for the Common  Stock during the same period as reported by
     Bloomberg, or (iii) if market value cannot be calculated as of such date on
     any of the foregoing bases, the Market Price shall be the fair market value
     as reasonably determined in good faith by (a) the Board of Directors of the
     Corporation or, at the option of a  majority-in-interest  of the holders of
     the  outstanding  Warrants,  by  (b)  an  independent  investment  bank  of
     nationally  recognized  standing in the valuation of businesses  similar to
     the business of the corporation. The manner of determining the Market Price
     of the Common Stock set forth in the foregoing  definition shall apply with
     respect to any other  security  in respect of which a  determination  as to
     market value must be made hereunder.

               (iii)"COMMON  STOCK," for purposes of this  Paragraph 4, includes
     the Common Stock,  par value $.001 per share,  and any additional  class of
     stock of the Company having no preference as to dividends or  distributions
     on  liquidation,  provided  that the shares  purchasable  pursuant  to this
     Warrant  shall  include  only shares of Common  Stock,  par value $.001 per
     share, in respect of which this Warrant is exercisable, or shares resulting
     from any subdivision or combination of such Common Stock, or in the case of
     any reorganization, reclassification, consolidation, merger, or sale of the
     character  referred  to in  Paragraph  4(e)  hereof,  the  stock  or  other
     securities or property provided for in such Paragraph.

     5.   ISSUE TAX. The issuance of  certificates  for Warrant  Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this


                                     Page 9
<PAGE>

Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  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
certificate in a name other than the holder of this Warrant.

     6.   NO RIGHTS OR  LIABILITIES  AS A  SHAREHOLDER.  This Warrant  shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

     7.   TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

          (a)  RESTRICTION  ON TRANSFER.  This Warrant and the rights granted to
the holder hereof are transferable,  in whole or in part, upon surrender of this
Warrant,  together  with a properly  executed  assignment  in the form  attached
hereto,  at the office or agency of the Company  referred to in  Paragraph  7(e)
below,  provided,  however,  that any transfer or assignment shall be subject to
the  conditions set forth in Paragraph 7(f) hereof.  Until due  presentment  for
registration of transfer on the books of the Company,  the Company may treat the
registered  holder hereof as the owner and holder  hereof for all purposes,  and
the Company shall not be affected by any notice to the contrary.

          (b)  WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is
exchangeable,  upon the  surrender  hereof by the holder hereof at the office or
agency of the Company  referred to in Paragraph 7(e) below,  for new Warrants of
like tenor  representing  in the  aggregate  the right to purchase the number of
shares  of  Common  Stock  which may be  purchased  hereunder,  each of such new
Warrants to  represent  the right to purchase  such number of shares as shall be
designated by the holder hereof at the time of such surrender.

          (c)  REPLACEMENT  OF  WARRANT.  Upon  receipt of  evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant and, in the case of any such loss,  theft,  or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company,  or,  in the  case of any  such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

          (d)  CANCELLATION;  PAYMENT OF  EXPENSES.  Upon the  surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this  Paragraph 7, this Warrant shall be promptly  canceled by the Company.  The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by the  Holder  or
transferees) and charges payable in connection with the preparation,  execution,
and delivery of Warrants pursuant to this Paragraph 7.


                                     Page 10
<PAGE>

          (e)  REGISTER.  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 and each prior
owner of this Warrant.

          (f)  EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of the
surrender of this Warrant in connection with any exercise, transfer, or exchange
of this  Warrant,  this  Warrant (or, in the case of any  exercise,  the Warrant
Shares issuable hereunder), shall not be registered under the Securities Act and
under  applicable  state securities or blue sky laws, the Company may require at
its expense,  as a condition of allowing such exercise,  transfer,  or exchange,
(i) that the holder or transferee of this Warrant,  as the case may be,  furnish
to the  Company a written  opinion of  counsel,  which  opinion  and counsel are
acceptable  to the  Company,  to the effect  that such  exercise,  transfer,  or
exchange may be made without  registration  under said Act and under  applicable
state  securities or blue sky laws,  (ii) that the holder or transferee  execute
and deliver to the Company an investment letter in form and substance acceptable
to the Company and (iii) that the  transferee  be an  "accredited  investor"  as
defined in Rule 501(a)  promulgated  under the Securities Act;  provided that no
such opinion,  letter or status as an "accredited investor" shall be required in
connection  with a transfer  pursuant to Rule 144 under the Securities  Act. The
first holder of this Warrant, by taking and holding the same,  represents to the
Company that such holder is acquiring this Warrant for investment and not with a
view to the distribution thereof.

     8.   REGISTRATION  RIGHTS.  The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect of the Warrant  Shares as are set forth in the letter  agreement,  dated
December __, 1999,  between the Company and the initial  holder of this Warrant.
The Company hereby covenants to include the Warrant Shares in each  Registration
Statement filed pursuant to the Stock and Warrant Purchase  Agreement,  dated as
of December 20, 1999, among the Company and each  Investor  listed  therein (the
"Stock  and  Warrant  Purchase  Agreement").  In the  event the  initial  holder
transfers this Warrant, or any portion thereof, on one occasion to its employees
following the Issue Date, then the Company  further  covenants to promptly amend
such  Registration  Statement to include the resale of the Warrant Shares by the
new  holders  thereof.  Each  holder of this  Warrant  shall be  entitled to the
benefits of Article IV of the Stock and Warrant Purchase Agreement as if he were
a party thereto.

     9.   NOTICES. All notices,  requests, and other communications  required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered,  or shall be sent by certified
or registered mail or by recognized overnight mail courier,  postage prepaid and
addressed,  to such holder at the address  shown for such holder on the books of
the  Company,  or at such  other  address as shall  have been  furnished  to the
Company  by  notice  from  such  holder.  All  notices,   requests,   and  other


                                     Page 11
<PAGE>

communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and  addressed,  to the office of the Company at 1520 East Pima  Street,
Phoenix,  Arizona 85034 Attention:  President and Chief Executive Officer, or at
such other address as shall have been furnished to the holder of this Warrant by
notice from the Company. Any such notice, request, or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally  delivered or sent by certified or  registered  mail or by recognized
overnight  mail  courier as provided  above.  All notices,  requests,  and other
communications  shall be  deemed to have  been  given  either at the time of the
receipt  thereof by the person entitled to receive such notice at the address of
such person for  purposes of this  Paragraph 9, or, if mailed by  registered  or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier,  if postage is prepaid
and the mailing is properly addressed, as the case may be.

     10.  GOVERNING  LAW.  THIS  WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE  APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE OF DELAWARE  (WITHOUT  REGARD TO  PRINCIPLES OF
CONFLICT OF LAWS). BOTH PARTIES  IRREVOCABLY  CONSENT TO THE JURISDICTION OF THE
UNITED  STATES  FEDERAL  COURTS AND THE STATE  COURTS  LOCATED IN DELAWARE  WITH
RESPECT TO ANY SUIT OR PROCEEDING BASED ON OR ARISING UNDER THIS AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY AND IRREVOCABLY  AGREE THAT ALL CLAIMS IN RESPECT OF SUCH SUIT
OR PROCEEDING MAY BE DETERMINED IN SUCH COURTS.  BOTH PARTIES  IRREVOCABLY WAIVE
THE  DEFENSE  OF AN  INCONVENIENT  FORUM  TO THE  MAINTENANCE  OF  SUCH  SUIT OR
PROCEEDING.  BOTH  PARTIES  FURTHER  AGREE THAT  SERVICE OF PROCESS UPON A PARTY
MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
PROCESS  UPON THE PARTY IN ANY SUCH SUIT OR  PROCEEDING.  NOTHING  HEREIN  SHALL
AFFECT EITHER  PARTY'S  RIGHT TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY
LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

     11.  MISCELLANEOUS.

          (a)  AMENDMENTS.  This  Warrant and any  provision  hereof may only be
amended by an instrument in writing signed by the Company and the holder hereof.

          (b)  DESCRIPTIVE  HEADINGS.  The  descriptive  headings of the several
paragraphs  of this Warrant are inserted  for  purposes of reference  only,  and
shall not affect the meaning or construction of any of the provisions hereof.


                                     Page 12
<PAGE>

          (c)  CASHLESS  EXERCISE.  Notwithstanding  anything  to  the  contrary
contained in this  Warrant,  this Warrant may be exercised by  presentation  and
surrender of this Warrant to the Company at its principal executive offices with
a written  notice of the  holder's  intention  to  effect a  cashless  exercise,
including  a  calculation  of the number of shares of Common  Stock to be issued
upon such exercise in accordance with the terms hereof (a "Cashless  Exercise").
In the event of a Cashless  Exercise,  in lieu of paying the  Exercise  Price in
cash,  the holder  shall  surrender  this  Warrant  for that number of shares of
Common Stock  determined by multiplying the number of Warrant Shares to which it
would  otherwise be entitled by a fraction,  the numerator of which shall be the
difference  between the then current  Market Price per share of the Common Stock
and the Exercise  Price,  and the denominator of which shall be the then current
Market Price per share of Common Stock.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                     Page 13
<PAGE>


          IN WITNESS  WHEREOF,  the Company has caused this Warrant to be signed
     by its duly authorized officer.

                                          SKYMALL, INC.


                                          By:
                                              ----------------------------------
                                              Robert M. Worsley
                                              Chairman, President and Chief
                                              Executive Officer


Dated as of _______________, 1999


<PAGE>



                           FORM OF EXERCISE AGREEMENT


                                                       Dated:  ________ __, 200_


To: SkyMall, Inc.


     The  undersigned,  pursuant  to the  provisions  set  forth  in the  within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_________.  Please issue a certificate  or  certificates  for
such shares of Common  Stock in the name of and pay any cash for any  fractional
share to:


                                 Name: _________________________________________

                                 Signature: ____________________________________

                                 Address: ______________________________________

                                          ______________________________________

                                 Note: The above  signature  should   correspond
                                       exactly  with the name on the face of the
                                       within Warrant.


and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.


                                     Page 15
<PAGE>

                               FORM OF ASSIGNMENT


     FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns,  and transfers
all the rights of the undersigned under the within Warrant,  with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

NAME OF ASSIGNEE                      ADDRESS                       NO OF SHARES






, and hereby irrevocably constitutes and appoints  _____________________________
as agent and  attorney-in-fact  to  transfer  said  Warrant  on the books of the
within-named corporation, with full power of substitution in the premises.


Dated:  ________ __, 200_

In the presence of:


_______________________

                                 Name: _________________________________________

                                 Signature: ____________________________________

                                 Title of Signing Officer or Agent (if any):


                                 _______________________________________________

                                 Address: ______________________________________

                                          ______________________________________

                                 Note: The above  signature  should   correspond
                                       exactly  with the name on the face of the
                                       within Warrant.


                                    Page 16