Exhibit 10.1

                      STOCK AND WARRANT PURCHASE AGREEMENT

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

                              W I T N E S S E T H:

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

                                    ARTICLE I

                   PURCHASE AND SALE OF THE STOCK AND WARRANTS

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

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

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

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


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<PAGE>

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

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

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

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

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

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


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<PAGE>

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

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

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


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<PAGE>

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

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


                                       5
<PAGE>

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

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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


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<PAGE>

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

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

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

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

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


                                       8
<PAGE>

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

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

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

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

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

                                   ARTICLE III

                                    COVENANTS

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


                                       9
<PAGE>

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

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

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

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

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

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

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


                                       10
<PAGE>

                                   ARTICLE IV

                                   CONDITIONS

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

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

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

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

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

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

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

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


                                       11
<PAGE>

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

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

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

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

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

     Section 4.3 POST-CLOSING OBLIGATIONS.

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

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


                                    ARTICLE V

                                LEGEND AND STOCK

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

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


                                       12
<PAGE>

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

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

                                   ARTICLE VI

                                   TERMINATION

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

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

                                   ARTICLE VII

                                  MISCELLANEOUS

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



                                       13
<PAGE>

     Section 7.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

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

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

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

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

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


                                       14
<PAGE>

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

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

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

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

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

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

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


                                       15
<PAGE>

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

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

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

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

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

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

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

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

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


                                       16
<PAGE>

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

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



                                       17
<PAGE>

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

                                     SKYMALL, INC.


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


                                     INVESTOR:


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


                                     INVESTOR:


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

                                     INVESTOR:


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



                                       18