Exhibit 4.3
                                 FORM OF WARRANT


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  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.

                                  SKYMALL, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                        Number of Shares:
Date of Issuance: December 30, 1999


SkyMall, Inc., a Nevada corporation (the "Company"),  hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  [ ] the  registered  holder  hereof or its  permitted  assigns (a
"holder"),  is entitled,  subject to the terms set forth below, to purchase from
the Company upon surrender of this Warrant, at any time or times on or after the
date hereof,  but not after 11:59 P.M.  Eastern Time on the Expiration  Date (as
defined herein) [         ] fully paid nonassessable  shares of Common Stock (as
defined herein) of the Company (the "Warrant  Shares") at the purchase price per
share provided in Section 2(a) below.

     1. DEFINITIONS.

     (a)  STOCK AND  WARRANT  PURCHASE  AGREEMENT.  This  Warrant  is one of the
Warrants  (the  "Warrants")  issued  pursuant to the Stock and Warrant  Purchase
Agreement dated as of December 30, 1999, among the Company and the Investors (as
such term in defined therein) (the "Agreement").

     (b)  DEFINITIONS.  The  following  words and terms as used in this  Warrant
shall have the following meanings:


<PAGE>

          (i) "Business Day" means any day other than Saturday,  Sunday or other
     day on which  commercial  banks in the City of New York are  authorized  or
     required by law to remain closed.

          (ii) "Closing Bid Price" means,  for any security as of any date,  the
     last  closing  bid price for such  security  on the  Principal  Market  (as
     defined below) as reported by Bloomberg  Financial  Markets  ("Bloomberg"),
     or, if the Principal  Market is not the principal  trading  market for such
     security,  the last  closing bid price of such  security  on the  principal
     securities  exchange  or trading  market  where such  security is listed or
     traded as reported by Bloomberg, or if the foregoing do not apply, the last
     closing bid price of such  security in the  over-the-counter  market on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no closing bid price is reported  for such  security by  Bloomberg,  the
     last closing trade price for such security as reported by Bloomberg, or, if
     no last closing trade price is reported for such security by Bloomberg, the
     average  of the bid  prices  of any  market  makers  for such  security  as
     reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
     Closing Bid Price cannot be  calculated  for such  security on such date on
     any of the foregoing  bases, the Closing Bid Price of such security on such
     date shall be the fair market value as mutually  determined  by the Company
     and the holder of this Warrant. All such determinations to be appropriately
     adjusted for any stock dividend,  stock split or other similar  transaction
     during such period.

          (iii) "Closing Sale Price" means, for any security as of any date, the
     last  closing  trade price for such  security on the  Principal  Market (as
     defined below) as reported by Bloomberg, or, if the Principal Market is not
     the principal securities exchange or trading market for such security,  the
     last  closing  trade  price of such  security on the  principal  securities
     exchange  or  trading  market  where such  security  is listed or traded as
     reported by Bloomberg,  or if the foregoing do not apply,  the last closing
     trade  price  of  such  security  in  the  over-the-counter  market  on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no last closing  trade price is reported for such security by Bloomberg,
     the last closing ask price of such security as reported by  Bloomberg,  or,
     if no last  closing ask price is reported for such  security by  Bloomberg,
     the  average  of the  lowest  ask price and  lowest bid price of any market
     makers for such  security as reported in the "pink  sheets" by the National
     Quotation  Bureau,  Inc. If the Closing Sale Price cannot be calculated for
     such security on such date on any of the foregoing  bases, the Closing Sale
     Price of such  security  on such  date  shall be the fair  market  value as
     mutually  determined by the Company and the holder of this Warrant.  If the
     Company  and the holder of this  Warrant  are unable to agree upon the fair
     market value of the Common  Stock,  then such dispute  shall be resolved by
     the term  "Market  Price"  being  substituted  for the term  "Closing  Sale
     Price." All such determinations to be appropriately  adjusted for any stock
     dividend, stock split or other similar transaction during such period.


                                       2
<PAGE>

          (iv) "Common  Stock" means (i) the Company's  common stock,  par value
     $.001 per share,  and (ii) any capital  stock into which such Common  Stock
     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification of such Common Stock.

          (v)  "Expiration  Date" means the date five (5) years from the date of
     this  Warrant  or, if such date is not a Business  Day or falls on a day on
     which  trading does not take place on the  principal  exchange or automated
     quotation  system on which the Common  Stock is traded (a  "Holiday"),  the
     next date that is not a Holiday.

          (vi) "Issuance Date" means, with respect to each Warrant,  the date of
     issuance of the applicable Warrant.

          (vii) "Market Price" means,  with respect to any security for any date
     of  determination,  that price which  shall be  computed as the  arithmetic
     average of the Closing Bid Prices for such security on each of the five (5)
     consecutive  trading days immediately  preceding such date of determination
     (all  such  determinations  to be  appropriately  adjusted  for  any  stock
     dividend, stock split or similar transaction during the pricing period).

          (viii) "Person" means an individual,  a limited liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (ix) "Principal Market" means the Nasdaq National Market.

          (x) "Securities Act" means the Securities Act of 1933, as amended.

          (xi) "Warrant" means this Warrant and all warrants issued in exchange,
     transfer or replacement thereof.

          (xii) "Warrant Exercise Price" shall be $8.00.

          (xiii) OTHER DEFINITIONAL  PROVISIONS.  Except as otherwise  specified
     herein, all references herein (A) to the Company shall be deemed to include
     the Company's  successors and (B) to any applicable law defined or referred
     to herein,  shall be deemed  references to such  applicable law as the same
     may have been or may be amended  or  supplemented  from time to time.  When
     used in this Warrant,  the words "herein,"  "hereof," and  "hereunder," and
     words of similar import,  shall refer to this Warrant as a whole and not to
     any provision of this Warrant,  and the words  "Section,"  "Schedule,"  and
     "Exhibit"  shall refer to Sections of, and  Schedules and Exhibits to, this
     Warrant unless otherwise specified.  Whenever the context so requires,  the
     neuter gender  includes the masculine or feminine,  and the singular number
     includes the plural, and vice versa.



                                       3
<PAGE>

     2. EXERCISE OF WARRANT.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased;  (ii) (A) payment to the Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this  Warrant is being  exercised  (the  "Aggregate  Exercise
Price")  in cash,  certified  or bank  funds  or wire  transfer  of  immediately
available  funds  or (B)  notifying  the  Company  that  this  Warrant  is being
exercised  pursuant to a Cashless  Exercise  (as defined in Section  2(e));  and
(iii)  the   surrender  of  this  Warrant  (or  a  Lost  Warrant   Affidavit  in
substantially  the form annexed hereto as Exhibit C with respect to this Warrant
in the case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company;  provided, that if such Warrant Shares are to be issued
in any name  other  than that of the  registered  holder of this  Warrant,  such
issuance  shall be deemed a transfer  and the  provisions  of Section 8 shall be
applicable.  In the event of any  exercise  of the  rights  represented  by this
Warrant in compliance  with this Section  2(a),  the Company shall on the second
Business Day following the date of receipt of the Exercise Notice, the Aggregate
Exercise  Price (or notice of a Cashless  Exercise)  and this Warrant (or a Lost
Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C with
respect to this  Warrant  in the case of its loss,  theft or  destruction)  (the
"Exercise Delivery Documents"), credit such aggregate number of shares of Common
Stock to which the holder (or its  designee)  shall be entitled to the  holder's
(or its designee's) balance account with The Depository Trust Company; provided,
however,  if the holder who submitted  the Exercise  Notice  requested  physical
delivery of any or all of the Warrant  Shares,  then the  Company  shall,  on or
before the second  Business  Day  following  receipt  of the  Exercise  Delivery
Documents issue and surrender to a common carrier for overnight  delivery to the
address specified in the Exercise Notice, a certificate,  registered in the name
of the holder  (or its  designee),  for the number of shares of Common  Stock to
which the holder (or its  designee)  shall be  entitled.  Upon  delivery  of the
Exercise  Notice and Aggregate  Exercise Price referred to above or notification
to the Company of a Cashless Exercise referred to in Section 2(e), the holder of
this Warrant (or its  designee)  shall be deemed for all  corporate  purposes to
have  become the holder of record of the Warrant  Shares  with  respect to which
this Warrant has been  exercised,  irrespective  of the date of delivery of this
Warrant as required by clause (iii) above or the  certificates  evidencing  such
Warrant Shares.  In the case of a dispute as to the determination of the Warrant
Exercise Price or the Market Price of a security or the  arithmetic  calculation
of the Warrant  Shares,  the Company shall  promptly issue to the holder (or its
designee)  the number of shares of Common  Stock that is not  disputed and shall
submit the disputed  determinations or arithmetic calculations to the holder via
facsimile within one Business Day of receipt of the holder's Exercise Notice. If
the holder and the  Company  are unable to agree upon the  determination  of the
Warrant  Exercise  Price or the Market Price or  arithmetic  calculation  of the
Warrant  Shares  within one day of such  disputed  determination  or  arithmetic
calculation  being submitted to the holder,  then the Company shall  immediately
submit via  facsimile  (i) the disputed  determination  of the Warrant  Exercise


                                       4
<PAGE>

Price or the Market Price to an independent,  reputable  investment banking firm
of nationally  recognized standing,  mutually acceptable to both the Company and
the holder, or (ii) the disputed arithmetic calculation of the Warrant Shares to
an independent,  outside accountant, mutually acceptable to both the Company and
the  holder.  The  Company,  at its  sole  cost and  expense,  shall  cause  the
investment  banking firm or the  accountant,  as the case may be, to perform the
determinations  or  calculations  and notify the  Company  and the holder of the
results no later than  forty-eight  (48)  hours  from the time it  receives  the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

     (b) Unless the rights  represented  by this  Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than two (2)  Business  Days after  delivery  of the  Exercise
Delivery Documents and at its own expense,  issue a new Warrant identical in all
respects to this Warrant  exercised except it shall represent rights to purchase
the number of Warrant  Shares  purchasable  immediately  prior to such  exercise
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

     (c) No fractional shares of Common Stock are to be issued upon the exercise
of this  Warrant,  but rather the number of shares of Common  Stock  issued upon
exercise of this Warrant shall be rounded up to the nearest whole number.

     (d) If the  Company  shall fail for any reason or for no reason to issue to
the holder  within two (2)  Business  Days of receipt of the  Exercise  Delivery
Documents,  a certificate  for the number of shares of Common Stock to which the
holder (or its  designee) is entitled or to credit the holder's (or  designee's)
balance  account with The Depository  Trust Company for such number of shares of
Common Stock to which the holder (or its designee) is entitled upon the holder's
exercise  of this  Warrant or a new  Warrant  for the number of shares of Common
Stock to which such holder is  entitled  pursuant to Section  2(b)  hereof,  the
Company  shall,  in addition  to any other  remedies  under this  Warrant or the
Agreement or otherwise  available to such holder,  including any indemnification
under the  Agreement,  pay as additional  damages in cash to such holder on each
day the issuance of such Common Stock  certificate  or new Warrant,  as the case
may be, is not timely  effected,  an amount  equal to 0.5% of the product of (A)
the sum of the number of shares of Common Stock not issued to the holder (or its
designee)  on a timely  basis  and to which  the  holder  (or its  designee)  is
entitled and/or, the number of shares represented by the portion of this Warrant
which is not being  converted,  as the case may be,  and (B) the  average of the
Closing Sale Price of the Common Stock for the five (5) consecutive trading days
immediately preceding the last possible date which the Company could have issued
such  Common  Stock  or  Warrant,  as the  case may be,  to the  holder  without
violating this Section 2.

     (e) If, despite the Company's obligations under the Agreement,  the Warrant
Shares to be issued are not  registered  and available for resale  pursuant to a
registration  statement  in  accordance  with the  Agreement  or the Company has
provided notice of its election to redeem all or a part of this Warrant pursuant
to  Section 4 hereof,  then  notwithstanding  anything  contained  herein to the


                                       5
<PAGE>

contrary,  the holder of this Warrant may, at its election exercised in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate  Exercise Price,  elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "Cashless Exercise"):

               Net Number = (A X B) - (A X C)
                            -----------------
                                    B

               For purposes of the foregoing formula:

                   A = the total  number of shares with respect to which
                   this Warrant is then being exercised.

                   B = the Market  Price as of the date of the  Exercise
                   Notice.

                   C = the Warrant Exercise Price then in effect for the
                   applicable   Warrant  Shares  at  the  time  of  such
                   exercise.

     3.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

                    (1)  other  or  additional  stock  or  other  securities  or
               property (other than cash) by way of dividend,

                    (2) any cash or other  property  paid or payable  out of any
               source other than  retained  earnings  (determined  in accordance
               with generally accepted accounting principles), or

                    (3)  other  or  additional  stock  or  other  securities  or
               property  (including  cash)  by  way  of  stock-split,  spin-off,
               reclassification,  combination  of  shares or  similar  corporate
               rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 2, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to


                                       6
<PAGE>

in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise  if on the  Issuance  Date such holder had been the holder of record of
the number of shares of Common  Stock called for on the face of this Warrant (or
the portion hereof being exercised at such time), and had thereafter, during the
period  from the  Issuance  Date to and  including  the  date of such  exercise,
retained such shares and/or all other or additional  stock and other  securities
and  property  (including  cash in the cases  referred  to in clause (2) and (3)
above)  receivable by it as aforesaid  during such period,  giving effect to all
adjustments called for during such period by Sections 3(a) and 3(b).

     (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION AND MERGER. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  3(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive a dividend or other  distribution  payable in  additional  shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

               (1) the Warrant  Exercise Price then in effect shall be decreased
as of the time of the issuance of such  additional  shares or, in the event such
record  date is fixed,  as of the close of  business  on such  record  date,  by
multiplying  the  Warrant  Exercise  Price then in effect by a fraction  (A) the
numerator  of which is the total  number of shares of Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such record  date,  and (B) the  denominator  of which shall be the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such issuance or the close of business on such record date as the
case may be,  plus the number of shares of Common  Stock  issuable in payment of
such  dividend  or  distribution  (on an as  converted  basis in the case of the


                                       7
<PAGE>

issuance of stock or  securities  convertible  or  exchangeable  for such Common
Stock or such other stock or securities); PROVIDED, HOWEVER, that if such record
date is fixed and such dividend is not fully paid or if such distribution is not
fully made on the date fixed  therefor,  the  Warrant  Exercise  Price  shall be
recomputed  accordingly  as of the close of business on such  record  date,  and
thereafter the Warrant Exercise Price shall be adjusted pursuant to this Section
3(c) as of the time of actual payment of such dividends or distributions; and

               (2) the number of shares of Common Stock  theretofore  receivable
upon the exercise of this  Warrant  shall be  increased,  as of the time of such
issuance or, in the event such record date is fixed, as of the close of business
on such  record  date,  in inverse  proportion  to the  decrease  in the Warrant
Exercise Price.

     (d) STOCK SPLIT AND REVERSE STOCK SPLIT. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Warrant Exercise Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of  shares,  the  Warrant  Exercise  Price then in effect
immediately   before  that  reverse   stock  split  or   combination   shall  be
proportionately  increased and the number of shares of Common Stock  theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment  under this Section 3(d) shall become  effective at the close of
business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

     4.  REDEMPTION AT THE  COMPANY'S  ELECTION.  The Company,  upon thirty (30)
days' prior  written  notice to the  holder,  may elect to redeem all or part of
this  Warrant at a price  equal to $0.01 per  Warrant  Share  issuable  upon the
exercise hereof,  if, but only if: (i) the Closing Bid Price shall have exceeded
one hundred fifty  percent  (150%) of the Warrant  Exercise  Price (as equitably
adjusted to reflect any merger,  consolidation or  reorganization of the Company
or any stock split, subdivision,  reverse stock split or combination effected by
the Company) on each of the twenty (20) consecutive trading days ending not more
than one Business Day prior to the date on which the notice of redemption  shall
be delivered to the holder, (ii) the registration statement required to be filed
pursuant to the terms of that certain Registration Rights Agreement of even date
herewith,  by and among the Company  and the other  parties  signatory  thereto,
shall be  effective  and permit the sale of all  Warrant  Shares,  and (iii) the
Common Stock shall be listed and trading on the Nasdaq National Market,  AMEX or
the NYSE. Any such redemption  shall be effective on the thirtieth day following
the delivery of such notice, PROVIDED, HOWEVER, that the holder may elect at any
time prior to the effective date of redemption to exercise all or any portion of
this Warrant in accordance with the terms hereof; and PROVIDED FURTHER, that the
Company's  right to redeem this Warrant  shall be suspended if, after the notice
has been delivered,  the Warrant Shares may not be sold pursuant to an effective
registration statement for any reason whatsoever or the Common Stock shall cease
to be listed and trading on the Nasdaq  National  Market,  AMEX or the NYSE. The


                                       8
<PAGE>

notice period shall then be extended for a period of time equal to the number of
days during the notice period during which the registration  statement shall not
have  permitted  the sale of such  Warrant  Shares or the Common Stock shall not
have been so listed and trading, as the case may be; PROVIDED, HOWEVER, that the
notice  period  shall not begin to run until  such time as the  holder  receives
notice from the Company that the registration  statement permits the sale of the
Warrant Shares and/or the Common Stock shall have been so listed and trading, as
the case may be;  PROVIDED,  FURTHER,  that the effective date of the redemption
shall be no less than 10 Business Days from the date of such subsequent  notice.
The redemption price shall be payable in full, in cash, on the effective date of
any redemption  pursuant to this paragraph (4). A redemption notice delivered by
the Company pursuant to this paragraph (4) shall be irrevocable. Notwithstanding
the foregoing, the Company's right to redeem all or part of this Warrant may not
be  exercised  if on the date on  which  the  Company  delivers  notice  of such
exercise  the Market  Price  shall be less than  $12.00 per share (as  equitably
adjusted to reflect any merger,  consolidation or  reorganization of the Company
or any stock split, subdivision,  reverse stock split or combination effected by
the Company).

     5. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and agrees as
follows:

     (a) This  Warrant  is,  and any  Warrants  issued  in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

     (b) All Warrant  Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     (c) During the period within which the rights  represented  by this Warrant
may be exercised,  the Company will at all times have authorized and reserved at
least 100% of the  number of shares of Common  Stock  needed to provide  for the
exercise of the rights  then  represented  by this  Warrant and the par value of
said  shares will at all times be less than or equal to the  applicable  Warrant
Exercise Price.

     (d) The  Company  shall  secure the  listing of the shares of Common  Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated  quotation  system, if any, upon which shares of Common Stock are then
listed within the time required by such exchange or quotation system's rules and
regulations  and shall  maintain,  so long as any other  shares of Common  Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national  securities exchange or automated quotation system within the time
required by such exchange or quotation  system's rules and  regulations,  as the
case may be, and shall  maintain  such  listing of, any other  shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.


                                       9
<PAGE>

     (e) The Company will not, by amendment of its Certificate of  Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant  above the Warrant  Exercise  Price then in effect,
and (ii) will take all such actions as may be necessary or  appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this Warrant.

     (f) This Warrant will be binding upon any entity  succeeding to the Company
by merger,  consolidation  or  acquisition  of all or  substantially  all of the
Company's   assets  and  any  such   successive   mergers,   consolidations   or
acquisitions.

     6. TAXES. The Company shall pay any and all taxes which may be payable with
respect to the  issuance and  delivery of Warrant  Shares upon  exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax that may be  payable in respect  of any  transfer  involved  in the issue or
delivery of Common  Stock or other  securities  or property in a name other than
that of the  registered  holders of this Warrant to be converted and such holder
shall pay such amount, if any, to cover any applicable transfer or similar tax.

     7.  WARRANT   HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided  herein,  no holder of this Warrant,  solely by virtue of
such  holding,  shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent  to any  corporate  action  (whether a  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     8. REPRESENTATIONS OF HOLDER. The holder of this Warrant, by the acceptance
hereof,  represents that it is acquiring this Warrant and the Warrant Shares for
its own account for investment  only and not with a view towards,  or for resale


                                       10
<PAGE>

in  connection  with,  the public sale or  distribution  of this  Warrant or the
Warrant  Shares,  except  pursuant to sales  registered  or  exempted  under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act.

     9. OWNERSHIP AND TRANSFER.

     (a) The Company shall maintain at its principal  executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder  thereof for all purposes,  but in all events  recognizing  any transfers
made in accordance with the terms of this Warrant.

     (b) This Warrant and the rights  granted  hereunder  shall be assignable by
the holder hereof without the consent of the Company.

     (c) The  Company is  obligated  to register  the Warrant  Shares for resale
under the Securities Act pursuant to the Registration Rights Agreement, dated as
of December 30,  1999,  by and among the Company and the  Investors  (as defined
therein) (the  "Registration  Rights  Agreement") and any holder of this Warrant
(and the assignees thereof) is entitled to the registration rights in respect of
the Warrant Shares as set forth in the Registration Rights Agreement.

     10. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company  shall,  on receipt of an executed
Lost Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C
(or, in the case of a mutilated  Warrant,  the Warrant),  issue a new Warrant of
like  denomination  and tenor as this  Warrant  so lost,  stolen,  mutilated  or
destroyed.

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


                                       11
<PAGE>

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

          If to the Company:

          SkyMall, Inc.
          1520 East Pima Street
          Phoenix, Arizona 85034
          Telephone: 602-254-8620
          Facsimile: 602-254-6544
          Attention: Robert M. Worsley, President and Chief Executive Officer

          With copy to:

          Squire, Sanders & Dempsey L.L.P.
          Two Renaissance Square
          40 North Central Avenue, Suite 2700
          Phoenix, Arizona 85004
          Telephone: 602-528-4000
          Facsimile: 602-253-8129
          Attention: Gregory R. Hall, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on the  Schedule  of  Investors  to the  Agreement,  with  copies  to such
holder's  representatives as set forth on such Schedule of Investors, or at such
other  address and  facsimile as shall be delivered to the Company by the holder
at any time.  Each party shall  provide five days' prior  written  notice to the
other party of any change in address or facsimile number.  Written  confirmation
of receipt (A) given by the recipient of such notice,  consent,  waiver or other
communication,  (B)  mechanically  or  electronically  generated by the sender's
facsimile machine containing the time, date,  recipient  facsimile number and an
image of the first page of such  transmission  or (C)  provided by a  nationally
recognized  overnight delivery service shall be rebuttable  evidence of personal
service,  receipt by facsimile or receipt from a nationally recognized overnight
delivery   service  in  accordance   with  clause  (i),  (ii)  or  (iii)  above,
respectively.

     12. DATE. The date of this Warrant is December 30, 1999.  This Warrant,  in
all events,  shall be wholly void and of no effect after 11:59 P.M. Eastern Time
on the Expiration Date, except to the extent previous  exercised and except that
notwithstanding  any other provisions  hereof, the provisions of Section 8 shall
continue in full force and effect  after such date as to any  Warrant  Shares or
other securities issued upon the exercise of this Warrant.

     13.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions of the Warrants  issued  pursuant to the Agreement may be amended and
the Company may take any action  herein  prohibited,  or omit to perform any act
herein  required to be  performed  by it, only if the Company has  obtained  the


                                       12
<PAGE>

written consent of the holders of Warrants  representing  66.7% of the shares of
Common Stock obtainable upon exercise of the Warrants then outstanding; provided
that,  other than as  provided  in Section 3, no such  action may  increase  the
Warrant  Exercise Price of the Warrants,  decrease the number of shares or alter
the class of stock  obtainable  upon  exercise  of any  Warrants,  or  otherwise
materially adversely effect the rights of the holder of this Warrant without the
written consent of such holder.

     14.  DESCRIPTIVE  HEADINGS;  GOVERNING LAW;  JURISDICTION.  The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The construction,
validity,  enforcement and  interpretation  of this Warrant shall be governed by
the internal laws of the State of New York,  without giving effect to any choice
of law or conflict of law  provision or rule  (whether of the State of New York,
or any other  jurisdictions) that would cause the application of the laws of any
jurisdictions  other than the State of New York.  Each of the parties hereto (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.  Each of the parties hereto 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
Warrant  and agrees  that such  service  shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing in his paragraph shall affect or
limit any right to serve process in any other manner permitted by law.



                            [Signature Page Follows]


                                       13
<PAGE>

                                       SKYMALL, INC.



                                       By: ____________________________________


                                       Name: __________________________________


                                       Title:  ________________________________





                                       14

<PAGE>

                              EXHIBIT A TO WARRANT
                                SUBSCRIPTION FORM
        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
                                  SKYMALL, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common Stock ("Warrant  Shares") of SkyMall,
Inc., a Nevada  corporation (the  "Company"),  evidenced by the attached Warrant
(the "Warrant").  Capitalized  terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.

         1. Form of Warrant  Exercise Price.  The Holder intends that payment of
the Warrant Exercise Price shall be made as:

            ____________  a "CASH EXERCISE" with respect to ____________________
                          Warrant Shares; and/or

            ____________  a "CASHLESS  EXERCISE" with respect to _______________
                          Warrant Shares (to the  extent  permitted by the terms
                          of the Warrant).

         2. Payment of Warrant  Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: _______________ __, ______


________________________________
   Name of Registered Holder

By: ____________________________
    Name:
    Title:


                                       A-1
<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of SkyMall, Inc., a Nevada corporation,
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _________________, ____



                                          ______________________________________

                                          By:  _________________________________

                                          Its: _________________________________


                                       B-1
<PAGE>

                              EXHIBIT C TO WARRANT

                            FORM OF AFFIDAVIT OF LOSS

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

     1. Deponent is an adult whose mailing address is:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     2.  Deponent is the  recipient of a Warrant (the  "Warrant")  from SkyMall,
Inc. (the "Company"), dated ___________________________________ for the purchase
of  ___________________________________  shares of Common Stock, par value $.001
per share,  of the Company,  at an exercise price of  $_________________________
per share.

     3. The Warrant has been lost,  stolen,  destroyed or  misplaced,  under the
following circumstances:








     4. The Warrant was not endorsed.

     5. Deponent has made a diligent search for the Warrant, and has been unable
to find or recover same, and Deponent was the unconditional owner of the Warrant
at the time of loss,  and is  entitled  to the  full  and  exclusive  possession
thereof;  that neither the Warrant nor the rights of Deponent  therein  have, in
whole or in part, been assigned, transferred, hypothecated, pledged or otherwise
disposed of, in any manner whatsoever,  and that no person,  firm or corporation
other than the Deponent has any right,  title, claim, equity or interest in, to,
or respecting  the Warrant.



                                       C-1
<PAGE>

     6. Deponent makes this Affidavit for the purpose of requesting and inducing
the  Company  and its  agents to issue a new  warrant  in  substitution  for the
Warrant.

     7. If the Warrant should ever come into the hands,  custody or power of the
Deponent or the Deponent's representatives, agents or assigns, the Deponent will
immediately and without consideration  surrender the Warrant to the Company, its
representatives,  agents or assigns,  its transfer agents or subscription agents
for cancellation.

     8. The Deponent hereby  indemnifies and holds harmless the Company from any
claim or demand for payment or  reimbursement of any party arising in connection
with the subject matter of this Affidavit.

Signed, sealed and dated:  _________________________



                                             ___________________________________
                                             Deponent


Sworn to and subscribed before me this
____ day of _____________, _________



______________________________________
Notary Public

                                      C-2