Exhibit 10.1

                      STOCK AND WARRANT PURCHASE AGREEMENT

     STOCK AND WARRANT PURCHASE AGREEMENT ("Agreement") dated as of December 20,
1999 between  SkyMall,  Inc., a Nevada  corporation  (the  "Company"),  and each
person or entity who executes a counterpart signature page to this Agreement and
is  listed as an  investor  on  SCHEDULE  I  attached  to this  Agreement  (each
individually an "Investor" and collectively the "Investors").

                              W I T N E S S E T H:

     WHEREAS,  the Company desires to sell and issue to the Investors  listed on
SCHEDULE I, and the  Investors  listed on SCHEDULE I desire to purchase from the
Company,  up to an  aggregate of 150,000  shares of Series A Junior  Convertible
Preferred Stock, par value $.001 per share (the "Preferred  Stock"),  having the
rights, designations and preferences set forth in the Certificate of Designation
of the Company  (the  "Designations")  in the  identical  form and  substance of
EXHIBIT A attached hereto on the terms and conditions set forth herein; and

     WHEREAS,  each  Investor  listed on SCHEDULE I will also receive  five-year
warrants (the "Warrants"),  in substantially the form and substance of EXHIBIT B
attached  hereto,  to purchase that number of shares of common stock,  par value
$.001 per share  ("Common  Stock"),  equal to the product of fifty percent (50%)
multiplied by the number of shares of Common Stock  issuable upon  conversion of
the Preferred Stock (as of the Closing Date) purchased by such Investor at a per
share exercise price equal to $8.00; and

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

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

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

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

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

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

     "Holder"   and   "Holders"   shall   include  an  Investor  or   Investors,
respectively,  and any transferee of the shares of Preferred  Stock,  the Common
Shares, the Warrants or the Warrant Shares or Registrable  Securities which have
not been sold to the public to whom the registration rights conferred by


<PAGE>

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

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

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

     "Selling  Expenses"  shall  mean all  underwriting  discounts  and  selling
commissions  applicable to the sale of Registrable  Securities,  if any, and all
fees and disbursements of counsel for Holders not included within  "Registration
Expenses".

                                    ARTICLE I

                   PURCHASE AND SALE OF THE STOCK AND WARRANTS

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

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

     Section 1.3 THE  CLOSING.  (a) The closing of the  purchase and sale of the
Preferred Stock and Warrants (the "Closing"), shall take place at the offices of
Squire,  Sanders & Dempsey L.L.P, at 10:00 a.m., local time following acceptance
by the Company of subscriptions for shares of Preferred Stock,  which acceptance
shall not occur  until the  conditions  set forth in  Article V hereof  shall be
fulfilled or waived in accordance herewith. The date on which the Closing occurs
is referred to herein as the "Closing Date."

     (b) On the  Closing  Date,  the  Company  shall  deliver  to each  Investor
certificates   (with  the  number  of  and  denomination  of  such  certificates
reasonably  requested  by  such  Investor)  representing  the  Warrants  and the
Preferred Stock purchased  hereunder by such Investor  registered in the name of
such Investor or its nominee or deposit such  Warrants and Preferred  Stock into
accounts  designated by such  Investor,  and such Investor  shall deliver to the
Company the purchase  price for the Warrants and  Preferred  Stock  purchased by
such Investor  hereunder by wire transfer in immediately  available  funds to an
account  designated  in writing by the Company.  In  addition,  each party shall
deliver all documents, instruments and writings required to be delivered by such
party pursuant to this Agreement at or prior to the Closing Date.

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


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<PAGE>

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

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

     (a) ORGANIZATION AND  QUALIFICATION;  MATERIAL ADVERSE EFFECT.  The Company
owns 100% of the outstanding  capital stock of each of Durham & Company,  a Utah
corporation,  Disc Publishing Inc., a Utah corporation, and skymall.com,  inc. a
Nevada corporation (collectively, the "Subsidiaries"). The Company does not have
any  other  direct  or  indirect  subsidiaries.  Each  of the  Company  and  its
Subsidiaries is a corporation duly incorporated and validly existing and in good
standing under the laws of its respective  jurisdiction of incorporation and the
Company and the Subsidiaries each have the requisite  corporate power to own its
properties  and to carry on its  business  as now being  conducted.  Each of the
Company and each  Subsidiary is duly  qualified as a foreign  corporation  to do
business and is in good  standing in every  jurisdiction  in which the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary  other than those in which the failure so to qualify  would not have a
Material Adverse Effect.  "Material  Adverse Effect" means any adverse effect on
the business, operations,  properties,  prospects, or financial condition of the
entity  with  respect to which such term is used and which is  material  to such
entity and other entities  controlling or controlled by such entity,  taken as a
whole, and any material adverse effect on the  transactions  contemplated  under
the Agreement or any other agreement or document contemplated hereby.

     (b) AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite corporate
power and  authority to enter into and perform this  Agreement  and to issue the
Securities  in  accordance  with the terms hereof and the terms of the Warrants,
(ii) the  execution  and  delivery  of this  Agreement  by the  Company  and the
consummation  by it of  the  transactions  contemplated  hereby,  including  the
issuance of the Preferred Stock and the Warrants in accordance with the terms of
this  Agreement,  the  Common  Shares  in  accordance  with  the  terms  of  the
Designations  and the  Warrant  Shares  in  accordance  with  the  terms  of the
Warrants,  have been duly authorized by all necessary  corporate action,  and no
further  consent or  authorization  of the Company or its Board of  Directors or
stockholders  is  required,  (iii) this  Agreement  has been duly  executed  and
delivered  by the Company,  and (iv) this  Agreement  constitutes  the valid and
binding obligations of the Company enforceable against the Company in accordance
with its terms.

     (c) CAPITALIZATION. The authorized capital stock of the Company consists of
50,000,000  shares of Common Stock and  10,000,000  shares of  preferred  stock;
without  giving  effect to this  offering as of  December  17,  1999,  there are
10,553,997  shares of Common Stock and no shares of  preferred  stock issued and
outstanding,  respectively.  All of the  outstanding  shares of the Common Stock
have been validly  issued and are fully paid and  non-assessable.  Except as set
forth on  SCHEDULE  2.1(C),  no shares of Common  Stock or  preferred  stock are
entitled to preemptive rights or registration  rights; and without giving effect
to this  offering,  as of December 9, 1999,  there are  outstanding  options for


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<PAGE>

1,017,838 shares of Common Stock and outstanding  warrants for 790,000 shares of
Common Stock.  Except as disclosed in the prior sentence and as  contemplated by
this Agreement or disclosed in the SEC Documents (as defined  below),  there are
no other scrip,  rights to subscribe  for, calls or commitments of any character
whatsoever  relating to, or securities  or rights  exchangeable  or  convertible
into,  any shares of capital stock of the Company,  or  contracts,  commitments,
understandings  or  arrangements  by which the Company is or may become bound to
issue  additional  shares of capital stock of the Company or options,  warrants,
scrip,  rights to  subscribe  for, or  commitments  to purchase or acquire,  any
shares, or securities or rights convertible into shares, of capital stock of the
Company;

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

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

     (f) SEC DOCUMENTS; FINANCIAL STATEMENTS. The Common Stock of the Company is
registered  pursuant to Section  12(g) of the  Exchange  Act and the Company has
timely filed all  reports,  schedules,  forms,  statements  and other  documents


                                       4
<PAGE>

required  to be  filed  by it with  the  Commission  pursuant  to the  reporting
requirements of the Exchange Act,  including  material filed pursuant to Section
13(a)  or  15(d),  in  addition  to  one or  more  registration  statements  and
amendments  thereto  heretofore filed by the Company with the Commission (all of
the foregoing including filings incorporated by reference therein being referred
to herein as the "SEC  Documents").  The Company has delivered or made available
to the  Investors  true and  complete  copies of all SEC  Documents  (including,
without   limitation,   proxy   information  and   solicitation   materials  and
registration  statements) filed with the Commission since September 30, 1998. As
of their respective dates, the SEC Documents (as amended by any amendments filed
prior to the date of this  Agreement  or any Closing  Date and  provided to each
Investor) complied or will comply in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission  promulgated
thereunder  and  other  Federal,  state and local  laws,  rules and  regulations
applicable to such SEC  Documents,  and none of the SEC  Documents  contained or
will  contain  any untrue  statement  of a  material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
applied on a consistent  basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of  unaudited  interim  statements,  to the extent they may not include
footnotes or may be condensed or summary  statements)  and fairly present in all
material respects the financial  position of the Company as of the dates thereof
and the  results  of  operations  and cash  flows  for the  periods  then  ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).

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

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

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

     (j) NO UNDISCLOSED EVENTS OR CIRCUMSTANCES. Except as set forth on SCHEDULE
2.1(J),  no event or  circumstance  has  occurred or exists with  respect to the
Company,  any Subsidiary or their respective  business,  properties,  prospects,


                                       5
<PAGE>

operations  or  financial  condition,  which,  under  applicable  law,  rule  or
regulation,  requires public disclosure or announcement by the Company but which
has not been so publicly announced or disclosed.

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

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

     (m) INTELLECTUAL PROPERTY. Each of the Company and the Subsidiaries owns or
has licenses to use certain copyrights and trademarks  ("intellectual property")
associated  with  its  respective   business.   Each  of  the  Company  and  the
Subsidiaries  has all  intellectual  property rights which are needed to conduct
its  respective  business  as it is now being  conducted  or as  proposed  to be
conducted  as  disclosed  in the SEC  Documents.  The  Company  has no reason to
believe that the intellectual property rights owned by the Company or any of its
Subsidiaries are invalid or  unenforceable or that the use of such  intellectual
property by the Company or the Subsidiaries infringes upon or conflicts with any
right of any third  party,  and  neither  the  Company  nor any  Subsidiary  has
received  notice  of any such  infringement  or  conflict.  The  Company  has no
knowledge of any infringement of the Company's or any Subsidiary's  intellectual
property by any third party.

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

     (o)  BROKERS.  The Company has taken no action which would give rise to any
claim by any person,  other than Ryan, Beck & Co., Inc.,  Schneider  Securities,
Incorporated  and  Shoreline   Pacific   Institutional   Finance  for  brokerage
commissions,  finder's fees or similar  payments by the Company relating to this
Agreement  or the  transactions  contemplated  hereby.  The Company has taken no
action  which  would  give  rise  to any  claim  by  any  person  for  brokerage
commissions,  finder's fees or similar payments by any Investor relating to this
Agreement or the transactions contemplated hereby.

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


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<PAGE>

     (q) YEAR 2000  COMPLIANCE.  To the Company's  knowledge,  each system which
includes   software,   hardware,   databases   or   embedded   control   systems
(microcompressor   controlled,   robotic  or  other  device)  (collectively,   a
"System"),  that constitutes any part of, or is used in connection with the use,
operation or enjoyment of, any asset, property or leased premises of the Company
or any Subsidiary (i) is designed (or has been modified) to be used prior to and
after January 1, 2000,  (ii) to the Company's  knowledge,  will operate  without
error arising from the creation, recognition,  acceptance, calculation, display,
storage, retrieval, accessing, comparison, sorting, manipulation,  processing or
other use of dates or date-based, date-dependent or date-related data, including
but not limited to century recognition, day-of-the-week recognition, leap years,
date values and interfaces of date  functionalities,  and (iii) to the Company's
knowledge,  will not be adversely  affected by the advent of the year 2000,  the
advent of the twenty-first  century or the transition from the twentieth century
through the year 2000 and into the twenty-first century (collectively, items (i)
through (iii) are referred to herein as "Year 2000  Compliant").  No System that
is  material to the  business,  finances or  operations  of the  business of the
Company or any Subsidiary  receives data from or communicates with any component
or system external to itself  (whether or not such external  component or system
is the Company's,  or any  Subsidiary's or any third party's) that is not itself
Year 2000 Compliant. To the Company's knowledge, all licenses for the use of any
system-related software,  hardware,  databases or embedded control system permit
the Company or the Subsidiaries to make all modifications,  bypasses, debugging,
work-arounds,  repairs,  replacements,  conversions or corrections  necessary to
permit the System to operate  compatibly,  in conformance  with their respective
specifications,  and to be Year 2000  Compliant.  None of the Company nor any of
the  Subsidiaries  has  incurred,  and  none  of  the  Company  nor  any  of the
Subsidiaries  has any reason to believe  that it may in the  future  incur,  any
expenses  arising  from or  related to the  failure  of any of its  Systems as a
result of not being Year 2000 Compliant.

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

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

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


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<PAGE>

consent or authorization  of any governmental  agency in order for it to perform
its obligations under this Agreement.

     (c) INVESTMENT  REPRESENTATION.  Such Investor is purchasing the securities
purchased  hereunder for its own account and not with a view to  distribution in
violation of any securities laws. Such Investor has no present intention to sell
the securities  purchased hereunder and such Investor has no present arrangement
(whether or not legally binding) to sell the Securities  purchased  hereunder to
or through any person or entity; provided,  however, that by the representations
herein,  such  Investor  does not  agree to hold any of the  Securities  for any
minimum or other  specific  term and reserves the right to dispose of any of the
Securities  at any time in  accordance  with Federal and state  securities  laws
applicable to such disposition.

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

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

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

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

     (h) VOTING AGREEMENT.  Such Investor agrees to vote its shares of Preferred
Stock  acquired  pursuant  to this  Agreement  in  favor of the  proposal  to be
submitted to the  Company's  shareholders  to approve the issuance of the Common
Shares and the Warrant Shares in accordance with the applicable  requirements of
the NASD Marketplace Rules.

     (i)  MISCELLANEOUS.  Such Investor has had the  opportunity to consult with
its own counsel as to this Agreement and the transactions contemplated hereby or


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<PAGE>

has voluntarily  elected not to do so and has not relied upon the Company or the
Company's  counsel with respect to any matter  related to this Agreement and the
transactions contemplated hereby.

                                   ARTICLE III

                                    COVENANTS

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

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

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

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

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


                                       9
<PAGE>

                                   ARTICLE IV

                                   CONDITIONS

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

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

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

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

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

     (a)  ACCURACY  OF  THE  COMPANY'S   REPRESENTATIONS  AND  WARRANTIES.   The
representation  and  warranties  of the Company shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular date).

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

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

     (d) NO INJUNCTION.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed


                                       10
<PAGE>

by any court or governmental authority or competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this Agreement.

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

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

     (g) WORSLEY  PROXY.  Robert M.  Worsley and Christi M.  Worsley  shall have
executed and  delivered an  Irrevocable  Proxy in the form of EXHIBIT E attached
hereto.

                                    ARTICLE V

                                LEGEND AND STOCK

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

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

                                   ARTICLE VI

                                   TERMINATION

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



                                       11
<PAGE>

     Section 6.2 OTHER  TERMINATION.  This Agreement may be terminated by action
of the Board of Directors of the Company or by any of the  Investors at any time
if the Closing Date shall not have been  consummated  by the fifth  business day
following the date of this Agreement.

                                   ARTICLE VII

                                  MISCELLANEOUS

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

     Section 7.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

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

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

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

     Section 7.4 NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with


                                       12
<PAGE>

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

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

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

         to the Investors:          To each Investor and its representative at
                                    the addresses set forth on SCHEDULE I
                                    of this Agreement.

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

     Section 7.5 INDEMNITY.  Each party shall indemnify each other party against
any loss, cost or damages  (including  reasonable  attorney's fees but excluding
consequential  damages)  incurred  as a result  of such  parties'  breach of any
representation, warranty, covenant or agreement in this Agreement.

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

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

     Section 7.8 SUCCESSORS AND ASSIGNS.  Except as otherwise  provided  herein,
this Agreement shall be binding upon and inure to the benefit of the parties and


                                       13
<PAGE>

their  successors  and  permitted  assigns.  The  parties  hereto may amend this
Agreement  without notice to or the consent of any third party.  The Company may
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior written  consent of all Investors  (which  consent may be withheld for any
reason in their sole  discretion),  except  that the  Company  may  assign  this
Agreement in connection with a merger,  consolidation,  business  combination or
the sale of all or substantially  all of its assets provided that the Company is
not released from any of its obligations  hereunder,  such successor in interest
or assignee  assumes all obligations of the Company  hereunder,  and appropriate
adjustment of the  provisions  contained in this  Agreement is made, in form and
substance satisfactory to the Investors, to place the Investors in substantially
the same position as they would have been but for such assignment.  Any Investor
may assign  this  Agreement  (in whole or in part) or any rights or  obligations
hereunder  without  the consent of the  Company in  connection  with any sale or
transfer of all or any portion of the Securities held by such Investor, provided
that no Investor may assign this Agreement prior to the Closing Date without the
Company's prior consent except to an affiliate or affiliates of such Investor.

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

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

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

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

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

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

     Section 7.15 LIKE TREATMENT OF HOLDERS.  Neither the Company nor any of its
affiliates  shall,  directly  or  indirectly,  pay  or  cause  to  be  paid  any
consideration,  whether by way of interest,  fee,  payment for the redemption or
exchange of Securities, or otherwise, to any holder of Securities,  for or as an
inducement to, or in connection with the solicitation of, any consent, waiver or


                                       14
<PAGE>

amendment of any terms or provisions of the Securities or this Agreement, unless
such  consideration is required to be paid to all holders of Securities bound by
such consent,  waiver or amendment whether or not such holders so consent, waive
or agree to amend and whether or not such holders  tender their  Securities  for
redemption or exchange.  The Company shall not,  directly or indirectly,  redeem
any  Securities  unless such offer of redemption is made pro rata to all holders
of Securities on identical terms.


                                       15
<PAGE>


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

                                     SKYMALL, INC.




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



                                     INVESTOR:




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




         Exact Name in Which Securities Should
         be registered:  ________________________________


                                       16