Exhibit 4.5

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                                  SKYMALL, INC.

                                       AND

                            ________________________

                                PLACEMENT AGENT'S

                                WARRANT AGREEMENT

                          DATED AS OF _________, 1999

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     PLACEMENT  AGENT'S WARRANT  AGREEMENT  dated as of _________,  1999 between
SKYMALL,     INC.,    a    Nevada     corporation    (the    "Company"),     and
_________________________  (hereinafter  referred to variously as the  "Holder",
"_________" or the "Placement Agent").

                              W I T N E S S E T H:

     WHEREAS,  the Company proposes to issue to _______________ or its designees
warrants  ("Warrants") to purchase up to an aggregate _________ shares of common
stock of the Company ("Common Stock"); and

     WHEREAS, _______________ has agreed pursuant to a Placement Agent agreement
(the  "Placement  Agent's  Agreement")  dated  ____________,  1999  and  amended
________,  1999 between _______________ (the "Placement Agent"), and the Company
to act as Placement Agent to the Company; and

     WHEREAS,   the  Company  proposes  to  issue  to  _______________   (and/or
designees)  the  Warrants  in  connection  with  payment for  Placement  Agent's
services;

     NOW,  THEREFORE,   in  consideration  of  the  premises,   the  payment  by
___________  to the Company of an  aggregate  of  _______________  ($____),  the
agreements  herein set forth and other good and valuable  consideration,  hereby
acknowledged, the parties hereto agree as follows:


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     1.   GRANT. __________ is hereby granted the right to purchase, at any time
from __________, 1999,  until 5:30 P.M.,  New York time, on __________, 2004, up
to an aggregate  of  _____________  shares of Common Stock (the  "Shares") at an
initial  exercise  price (subject to adjustment as provided in SECTION 8 hereof)
of $7.00 per share of Common Stock  subject to the terms and  conditions of this
Agreement.  Except as set forth herein, the Shares issuable upon exercise of the
Warrants are in all  respects  identical to the shares of Common Stock that have
been issued to the public.

     2.   WARRANT  CERTIFICATES.   The  warrant   certificates   (the   "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions,  omissions,  substitutions, and other variations as
required or permitted by this Agreement.

     3.   EXERCISE OF WARRANT.

          3.1 METHOD OF EXERCISE.  The Warrants  initially are exercisable at an
aggregate  initial exercisE price per share of Common Stock set forth in SECTION
6 hereof  payable by certified or official bank check in New York Clearing House
funds,  subject to adjustment as provided in SECTION 8 hereof. Upon surrender of
a Warrant  Certificate  with the  annexed  Form of  Election  to  Purchase  duly
executed,  together with payment of the Exercise Price (as hereinafter  defined)
for the shares of Common Stock purchased at the Company's  principal  offices in
Phoenix,  Arizona (presently located at 1520 East Pima Street, Phoenix,  Arizona
85034) the  registered  holder of a Warrant  Certificate  ("Holder" or "Holder")
shall be entitled to receive a  certificate  or  certificates  for the shares of
Common Stock so  purchased.  The  purchase  rights  represented  by each Warrant
Certificate are exercisable at the option of the Holder thereof,  in whole or in
part  (but not as to  fractional  shares  of the  Common  Stock  underlying  the
Warrants).  Warrants  may be  exercised to purchase all or part of the shares of
Common Stock represented  thereby.  In the case of the purchase of less than all
the  shares of Common  Stock  purchasable  under any  Warrant  Certificate,  the
Company shall cancel said Warrant  Certificate  upon the  surrender  thereof and
shall  execute  and  deliver a new  Warrant  Certificate  of like  tenor for the
balance of the shares of Common Stock purchasable thereunder.

          3.2  EXERCISE BY  SURRENDER  OF WARRANT.  In addition to the method of
payment  set  forth  in  SECTION  3.1 and in lieu of any cash  payment  required
thereunder,  the Holder(s) of the Warrants  shall have the right at any time and
from time to time to exercise  the  Warrants in full or in part by  surrendering
the Warrant  Certificate in the manner  specified in SECTION 3.1 in exchange for
the  number of Shares  equal to the  product  of (x) the  number of Shares as to
which the  Warrants  are  being  exercised  multiplied  by (y) a  fraction,  the
numerator  of which is the Market Price (as defined in SECTION 3.3 below) of the
Shares  less the  Exercise  Price and the  denominator  of which is such  Market
Price.  Solely  for the  purposes  of this  paragraph,  Market  Price  shall  be
calculated  either (i) on the date which the form of election attached hereto is
deemed to have been sent to the Company  pursuant to SECTION 13 hereof  ("Notice
Date") or (ii) as the average of the Market  Prices for each of the five trading
days preceding the Notice Date, whichever of (i) or (ii) is greater.

          3.3  DEFINITION OF MARKET PRICE.  As used herein,  the phrase  "Market
Price" at any date shall bE deemed to be the last  reported  sale price,  or, in


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<PAGE>

case no such  reported  sale takes  place on such day,  the  average of the last
reported  sale  prices for the last three (3)  trading  days,  in either case as
officially  reported by the  principal  securities  exchange on which the Common
Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM"),
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities  exchanged  or  quoted  by NNM,  the  average  closing  bid  price as
furnished  by the NASD through NNM or similar  organization  if NNM is no longer
reporting  such  information,  or if the Common  Stock is not quoted on NNM,  as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it.

         4.   ISSUANCE OF CERTIFICATES.  Upon the exercise of the Warrants, the
issuance of  certificates  for shares of Common Stock  and/or other  securities,
properties or rights  underlying such Warrants,  shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder
thereof including,  without limitation,  any tax which may be payable in respect
of the issuance thereof,  and such certificates shall (subject to the provisions
of SECTIONS 5 and 7 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof;  provided,  however, that the Company shall not
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issuance and delivery of any such  certificates  in a name other
than that of the  Holder,  and the  Company  shall not be  required  to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

          The Warrant Certificates and the certificates  representing the Shares
underlying the Warrants  (and/or other  securities,  property or rights issuable
upon the exercise of the Warrants) shall be executed on behalf of the Company by
the manual or facsimile  signature of the then  Chairman or Vice Chairman of the
Board of  Directors or  President  or Vice  President  of the  Company.  Warrant
Certificates  shall be dated the date of  execution  by the Company upon initial
issuance, division, exchange, substitution or transfer.

          5.   RESTRICTION  ON  TRANSFER  OF  WARRANTS.  The Holder of a Warrant
Certificate,  by its acceptance thereof,  covenants and agrees that the Warrants
are being  acquired  as an  investment  and not with a view to the  distribution
thereof, except to officers or employees of the Holder.

          6.   EXERCISE PRICE.

               6.1  INITIAL AND  ADJUSTED  EXERCISE  PRICE.  Except as otherwise
provided in SECTION 8 hereof,  the initial  exercise price of each Warrant shall
be $7.00 per share of Common  Stock.  The adjusted  exercise  price shall be the
price which shall result from time to time from any and all  adjustments  of the
initial  exercise  price in accordance  with the provisions of SECTION 8 hereof.
Any transfer of a Warrant shall constitute an automatic  transfer and assignment
of the  registration  rights  set forth in SECTION 7 hereof  with  regard to the
Common Stock, properties or rights underlying the Warrants.

               6.2  EXERCISE PRICE.  The term "Exercise Price" herein shall mean
the initial  exercise price or the adjusted  exercise price,  depending upon the
context.


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<PAGE>

          7.   REGISTRATION RIGHTS.

               7.1  PIGGYBACK REGISTRATION. If, at any time commencing after the
date hereof and expiring  seven (7) years from the effective  date,  the Company
proposes to register any of its equity  securities  under the Act (other than in
connection  with a merger or pursuant  to Form S-8 or S-4) it will give  written
notice by registered mail, at least thirty (30) days prior to the filing of each
such registration  statement,  to ____________ and to all other Holder(s) of the
Warrants  and/or  the  Warrant   Securities  of  its  intention  to  do  so.  If
_______________  or other  Holder(s) of the Warrants  and/or Warrant  Securities
notify the Company  within  twenty (20)  business days after receipt of any such
notice of its or their desire to include any such  securities  in such  proposed
registration statement, the Company shall afford ____________ and such Holder(s)
of the Warrants  and/or  Warrant  Securities  the  opportunity  to have any such
Warrant  Securities  registered  under such  registration  statement  (sometimes
referred to herein as the "Piggyback Registration").

               Notwithstanding  the  provisions of this SECTION 7.1, the Company
shall  have the  right at any time  after it shall  have  given  written  notice
pursuant to this  SECTION  7.1  (irrespective  of whether a written  request for
inclusion of any such securities  shall have been made) to elect not to file any
such proposed registration  statement,  or to withdraw the same after the filing
but prior to the effective date thereof.

               If  a  Piggyback   Registration   is  an   underwritten   primary
registration on behalf of the Company, and the managing  underwriters advise the
Company in writing that in their reasonable opinion based upon market conditions
the number of securities  requested to be included in such registration  exceeds
the number  which can be sold in such  offering the Company will include in such
registration  (i) first,  the  securities  the Company  proposes  to sell,  (ii)
second,  the Warrant  Securities  requested to be included in such registration,
pro rata  among the  Holders  of such  Warrant  Securities,  on the basis of the
number of shares  requested  by such  holders to be  included,  and (iii) third,
other securities to be included in such registration.

               7.2  DEMAND REGISTRATION.

               (a)  At any time  after the date  hereof  and  expiring  five (5)
years  from the  effective  date,  the  Holder of the  Warrants  and/or  Warrant
Securities representing a "Majority" (as hereinafter defined) of such securities
(assuming the exercise of all of the Warrants) shall have the right (which right
is in addition to the registration rights under SECTION 7.1 hereof), exercisable
by written notice to the Company,  to have the Company prepare and file with the
Securities  and Exchange  Commission  (the  "Commission"),  on one  occasion,  a
registration statement and such other documents,  including a prospectus, as may
be  necessary  in the  opinion of both  counsel  for the Company and counsel for
_______________  and Holder,  in order to comply with the provisions of the Act,
so as to  permit  a  public  offering  and  sale  of  their  respective  Warrant
Securities for nine (9)  consecutive  months by such Holder and any other Holder
of the Warrants and/or Warrant Securities who notify the Company within ten (10)
days after receiving notice from the Company of such request.

               (b)  The Company  covenants and agrees to give written  notice of
any  registration  request  under this SECTION 7.2 by any Holder or Holder(s) to
all other registered Holder(s) of the Warrants and the Warrant Securities within
ten (10) days from the date of the receipt of any such registration request.


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<PAGE>

               (c)  In addition to the registration rights under SECTION 7.1 and
subsection (a) of this SECTION 7.2, at any time commencing after the date hereof
and  expiring  five (5) years from the  effective  date,  any Holder of Warrants
and/or Warrant  Securities shall have the right,  exercisable by written request
to the Company, to have the Company prepare and file, on one occasion,  with the
Commission a registration  statement so as to permit a public  offering and sale
for nine (9)  consecutive  months by any such Holder of its Warrant  Securities,
provided,  however, that the provisions of SECTION 7.3(b) hereof shall not apply
to any such registration request and registration and all costs incident thereto
shall be at the expense of the Holder or Holders making such request.

               (d)  Notwithstanding  anything to the contrary  contained herein,
if the Company  shall not have filed a  registration  statement  for the Warrant
Securities within the time period specified in SECTION 7.3(a) hereof pursuant to
the written  notice  specified in SECTION 7.2(a) of a Majority of the Holders of
the Warrants and/or Warrant Securities,  the Company shall have the option, upon
the written  notice of  election  of a Majority  of the Holders of the  Warrants
and/or Warrant  Securities,  to repurchase (i) any and all Warrant Securities at
the higher of the Market  Price per share of Common Stock on (x) the date of the
notice  sent  pursuant  to SECTION  7.2(a) or (y) the  expiration  of the period
specified  in SECTION  7.3(a) and (ii) any and all Warrants at such Market Price
less the Exercise Price of such Warrant. Such repurchase shall be in immediately
available  funds and shall close  within two (2) days after the later of (i) the
expiration of the period specified in SECTION 7.3(a) or (ii) the delivery of the
written notice of election  specified in this SECTION 7.2(d).  The Company shall
have no  obligation  to exercise the option that may be granted  pursuant to the
terms of this paragraph (d) of SECTION 7.2 hereof.

               7.3  COVENANTS OF THE COMPANY WITH  RESPECT TO  REGISTRATION.  In
connection with any  registration  under SECTION 7.1 or 7.2 hereof,  the Company
covenants and agrees as follows:

               (a)  The   Company   shall  use  its  best   efforts  to  file  a
registration  statement  within  thirty  (30)  days  of  receipt  of any  demand
therefor,  shall  use its  best  efforts  to have  any  registration  statements
declared  effective at the earliest possible time, and shall furnish each Holder
desiring  to sell  Warrant  Securities  such  number  of  prospectuses  as shall
reasonably be requested.

               (b)  The Company shall pay all costs (excluding fees and expenses
of Holder(s)'  counsel and any  underwriting or selling  commissions),  fees and
expenses  in  connection  with all  registration  statements  filed  pursuant to
SECTIONS 7.1 and 7.2(a)  hereof  including,  without  limitation,  the Company's
legal and accounting fees,  printing expenses,  blue sky fees and expenses.  The
Holder(s)  will  pay all  costs,  fees  and  expenses  in  connection  with  any
registration  statement filed pursuant to SECTION  7.2(c).  If the Company shall
fail to comply with the  provisions of SECTION  7.3(a),  the Company  shall,  in
addition to any other equitable or other relief  available to the Holder(s),  be
liable for any or all incidental or special  damages  sustained by the Holder(s)
requesting registration of their Warrant Securities.

               (c)  The  Company  will take all  necessary  action  which may be
required in  qualifying  or  registering  the Warrant  Securities  included in a
registration  statement  for offering and sale under the  securities or blue sky
laws of such states as reasonably are requested by the Holder(s),  provided that


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the Company  shall not be  obligated  to execute or file any general  consent to
service of process or to qualify as a foreign  corporation  to do business under
the laws of any such jurisdiction.

               (d)  The Company  shall  indemnify  the  Holder(s) of the Warrant
Securities to be sold pursuant to any registration statement and each person, if
any,  who  controls  such Holder  within the meaning of SECTION 15 of the Act or
SECTION 20(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
expenses  reasonably  incurred in investigating,  preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement.

               (e)  The Holder(s) of the Warrant  Securities to be sold pursuant
to a registration statement,  and their successors and assigns, shall severally,
and not jointly,  indemnify  the Company,  its officers and  directors  and each
person, if any, who controls the Company within the meaning of SECTION 15 of the
Act or SECTION 20(a) of the Exchange  Act,  against all loss,  claim,  damage or
expense  or   liability   (including   all  expenses   reasonably   incurred  in
investigating,  preparing or defending  against any claim  whatsoever)  to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from information  furnished by or on behalf of such Holder,  or their successors
or assigns, for specific inclusion in such registration statement.

               (f)  Nothing  contained in this  Agreement  shall be construed as
requiring the Holder(s) to exercise  their  Warrants prior to the initial filing
of any registration statement or the effectiveness thereof.

               (g)  The Company shall not permit the inclusion of any securities
other than the Warrant  Securities to be included in any registration  statement
filed pursuant to SECTION 7.2 hereof,  without the prior written  consent of the
Holder(s) of the Warrants and Warrant Securities representing a Majority of such
securities.

               (h)  The Company  shall furnish to each Holder  participating  in
the offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter,  of (i) an opinion of counsel to the Company,  dated
the effective date of such  registration  statement  (and, if such  registration
includes  an  underwritten  public  offering,  an opinion  dated the date of the
closing under the  underwriting  agreement),  and (ii) a "cold  comfort"  letter
dated  the  effective  date  of  such  registration   statement  (and,  if  such
registration  includes an underwritten public offering,  a letter dated the date
of the  closing  under the  underwriting  agreement)  signed by the  independent
public  accountants  who  have  issued  a  report  on  the  Company's  financial
statements  included  in such  registration  statement,  in each  case  covering
substantially the same matters with respect to such registration  statement (and
the prospectus  included therein) and, in the case of such accountants'  letter,
with respect to events subsequent to the date of such financial  statements,  as
are  customarily  covered in opinions of  issuer's  counsel and in  accountants'
letters   delivered  to  underwriters  in  underwritten   public   offerings  of
securities.

               (i)  The Company shall as soon as practicable after the effective
date  of  the  registration  statement,  and  in  any  event  within  15  months
thereafter,  make  "generally  available  to its security  holders"  (within the


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meaning  of Rule 158 under the Act) an  earnings  statement  (which  need not be
audited)  complying  with  SECTION  11(a) of the Act and covering a period of at
least  12  consecutive   months  beginning  after  the  effective  date  of  the
registration statement.

               (j)  The   Company   shall   deliver   promptly  to  each  Holder
participating  in the  offering  requesting  the  correspondence  and  memoranda
described below and to the managing  underwriters,  copies of all correspondence
between  the  Commission  and the  Company,  its  counsel  or  auditors  and all
memoranda  relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and underwriters to do such
investigation,  upon  reasonable  advance  notice,  with respect to  information
contained in or omitted from the  registration  statement as it deems reasonably
necessary  to comply with  applicable  securities  laws or rules of the National
Association of Securities  Dealers,  Inc.  ("NASD").  Such  investigation  shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors,  all to such
reasonable  extent and at such reasonable  times and as often as any such Holder
or underwriter shall reasonably request.

               (k)  The Company shall enter into an underwriting  agreement with
the managing  underwriters selected for such underwriting by Holder(s) holding a
Majority  of  the  Warrant   Securities   requested   to  be  included  in  such
underwriting,  which may be ___________. Such agreement shall be satisfactory in
form and substance to the Company,  each Holder and such managing  underwriters,
and shall contain such representations,  warranties and covenants by the Company
and such other terms as are  customarily  contained in  agreements  of that type
used  by the  managing  underwriter.  The  Holder(s)  shall  be  parties  to any
underwriting  agreement  relating  to an  underwritten  sale  of  their  Warrant
Securities   and  may,   at  their   option,   require   that  any  or  all  the
representations,  warranties  and covenants of the Company to or for the benefit
of  such  underwriters  shall  also be  made  to and  for  the  benefit  of such
Holder(s).  Such Holder(s) shall not be required to make any  representations or
warranties to or agreements with the Company or the underwriters  except as they
may relate to such Holder(s) and their intended methods of distribution.

               (l)  In  addition  to the  Warrant  Securities,  upon the written
request therefor by any Holder(s), the Company shall include in the registration
statement any other  securities of the Company held by such  Holder(s) as of the
date of filing of such  registration  statement,  including  without  limitation
restricted  shares of Common Stock,  options,  warrants or any other  securities
convertible into shares of Common Stock.

               (m)  For  purposes  of this  Agreement,  the term  "Majority"  in
reference  to the  Holder(s)  of Warrants or Warrant  Securities,  shall mean in
excess  of fifty  percent  (50%) of the then  outstanding  Warrants  or  Warrant
Securities  that  (i)  are not  held  by the  Company,  an  affiliate,  officer,
creditor,  employee  or agent  thereof  or any of their  respective  affiliates,
members of their family,  persons acting as nominees or in conjunction therewith
and (ii) have not been resold to the public pursuant to a registration statement
filed with the Commission under the Act.


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<PAGE>

     8.   ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

          8.1  SUBDIVISION  AND  COMBINATION.  In case the Company  shall at any
time subdivide or combine thE outstanding  shares of Common Stock,  the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

          8.2  STOCK DIVIDENDS AND DISTRIBUTIONS.  In case the Company shall pay
a  dividend  in, or make A  distribution  of,  shares of Common  Stock or of the
Company's  capital stock convertible into Common Stock, the Exercise Price shall
forthwith be  proportionately  decreased.  An  adjustment  made pursuant to this
SECTION 8.2 shall be made as of the record date for the subject  stock  dividend
or distribution.

          8.3  ADJUSTMENT IN NUMBER OF SECURITIES.  Upon each  adjustment of the
Exercise  Price  pursuant  to the  provisions  of this  SECTION 8, the number of
Warrant Securities  issuable upon the exercise at the adjusted exercise price of
each  Warrant  shall be  adjusted to the nearest  full amount by  multiplying  a
number  equal  to the  Exercise  Price  in  effect  immediately  prior  to  such
adjustment  by the number of Warrant  Securities  issuable  upon exercise of the
Warrants  immediately  prior to such  adjustment  and  dividing  the  product so
obtained by the adjusted Exercise Price.

          8.4  DEFINITION  OF COMMON STOCK.  For the purpose of this  Agreement,
the term "Common  Stock" shalL mean (i) the class of stock  designated as Common
Stock in the  Articles of  Incorporation  of the Company as may be amended as of
the date  hereof,  or (ii) any other class of stock  resulting  from  successive
changes or  reclassifications  of such Common Stock consisting solely of changes
in par  value,  or from par value to no par  value,  or from no par value to par
value.

          8.5  MERGER  OR  CONSOLIDATION.  In case of any  consolidation  of the
Company  with,  or merger of thE Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental  warrant  agreement  providing that the holder of each
Warrant then  outstanding or to be outstanding  shall have the right  thereafter
(until the  expiration  of such  Warrant)  to  receive,  upon  exercise  of such
warrant,  the kind and  amount  of shares  of stock  and  other  securities  and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common Stock of the Company for which such warrant  might have been
exercised  immediately prior to such  consolidation,  merger,  sale or transfer.
Such supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments  provided in SECTION 8. The above provision of this
subsection shall similarly apply to successive consolidations or mergers.

          8.6  NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN  CASES.  No adjustment
of the Exercise Price shall be made:

          (a)  Upon the issuance or sale of the Warrants or the shares of Common
Stock issuable upon the exercise of the Warrants;


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<PAGE>

          (b)  If the  amount  of said  adjustment  shall be less than two cents
(2(cent))  per  WarRAnt  Security,  provided,  however,  that in such  case  any
adjustment  that would  otherwise  be required  then to be made shall be carried
forward and shall be made at the time of and together  with the next  subsequent
adjustment which, together with any adjustment so carried forward,  shall amount
to at least two cents (2(cent)) per Warrant Security.

          9.   EXCHANGE AND  REPLACEMENT OF WARRANT  CERTIFICATES.  Each Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase the same number of Warrant Securities in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

          Upon receipt by the Company of evidence reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of any Warrant Certificate,  and,
in case of loss,  theft or  destruction,  of  indemnity  or security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.

          10.  ELIMINATION  OF  FRACTIONAL  INTERESTS.  The Company shall not be
required to issue certificates  representing fractions of shares of Common Stock
upon the  exercise of the  Warrants,  nor shall it be required to issue scrip or
pay cash in lieu of  fractional  interests,  it being the intent of the  parties
that all fractional interests shall be eliminated by rounding any fraction up to
the  nearest  whole  number  of  shares  of  Common  Stock or other  securities,
properties or rights.

          11.  RESERVATION  AND LISTING OF SECURITIES.  The Company shall at all
times reserve and keep available out of its  authorized  shares of Common Stock,
solely for the  purpose of issuance  upon the  exercise  of the  Warrants,  such
number of shares of Common Stock or other  securities,  properties  or rights as
shall be issuable upon the exercise  thereof.  The Company  covenants and agrees
that,  upon exercise of the Warrants and payment of the Exercise Price therefor,
all shares of Common  Stock and other  securities  issuable  upon such  exercise
shall be duly and validly issued, fully paid,  non-assessable and not subject to
the  preemptive  rights of any  stockholder.  As long as the  Warrants  shall be
outstanding,  the  Company  shall use its best  efforts  to cause all  shares of
Common Stock issuable upon the exercise of the Warrants to be listed (subject to
official  notice of  issuance) on all  securities  exchanges on which the Common
Stock  issued to the public in  connection  herewith  may then be listed  and/or
quoted.

          12.  NOTICES TO WARRANT  HOLDER.  Nothing  contained in this Agreement
shall be construed as conferring upon the Holder the right to vote or to consent
or to receive notice as a stockholder in respect of any meetings of stockholders
for the  election  of  directors  or any other  matter,  or as having any rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the expiration of the Warrants and their exercise,  any of the following  events
shall occur:

          (a)  the  Company  shall take a record of the holders of its shares of
Common  Stock  for the  purpose  of  entitling  them to  receive a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings,  as indicated by the
accounting  treatment  of such  dividend  or  distribution  on the  books of the
Company; or


                                       9
<PAGE>

          (b)  the Company  shall  offer to all the holders of its Common  Stock
any additional shares of capital stock of the Company or securities  convertible
into or exchangeable for shares of capital stock of the Company,  or any option,
right or warrant to subscribe therefor; or

          (c)  a  dissolution,  liquidation  or winding up of the Company (other
than  in  connection  with  a  consolidation  or  merger)  or a  sale  of all or
substantially  all of its property,  assets and business as an entirety shall be
proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
stockholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  or payment of any such
dividend,  or the issuance of any  convertible or  exchangeable  securities,  or
subscription  rights,   options  or  warrants,   or  any  proposed  dissolution,
liquidation, winding up or sale.

          13.  NOTICES. All notices, requests, consents and other communications
hereunder  shall be in  writing  and  shall be deemed to have been duly made and
sent when delivered,  or mailed by registered or certified mail,  return receipt
requested:

          (a)  If to a registered Holder of the Warrants, to the address of such
Holder as shown on the books of the Company; or

          (b)  If to the  Company,  to the address set forth in SECTION 3 hereof
or to such other  address as the Company may  designate by notice to the Holder;
or

          (c)  If to ___________, to __________________________________________,
Attention: ___________________.

          14.  SUPPLEMENTS AND AMENDMENTS.  The Company and  _______________ may
from time to time supplement or amend this Agreement without the approval of any
holder of Warrant  Certificates  (other than  ___________)  in order to cure any
ambiguity,  to correct or supplement any provision contained herein which may be
defective  or  inconsistent  with any  provisions  herein,  or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and  ___________  may deem  necessary  or  desirable  and which the  Company and
___________  deem shall not  adversely  affect the interests of the Holder(s) of
Warrant Certificates.

          15.  SUCCESSORS.  All the covenants and  provisions of this  Agreement
shall be binding upon and inure to the benefit of the Company, the Holder(s) and
their respective successors and assigns hereunder.


                                       10
<PAGE>

          16.  TERMINATION.  This  Agreement  shall  terminate  at the  close of
business on November 4, 2006. Notwithstanding the foregoing, the indemnification
provisions  of  SECTION  7 shall  survive  such  termination  until the close of
business on November 4, 2012.

          17.  GOVERNING  LAW;  SUBMISSION TO  JURISDICTION.  This Agreement and
each Warrant  Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of New York and for all purposes  shall be construed
in accordance  with the laws of said State without giving effect to the rules of
said State governing the conflicts of laws.

          The  Company, ___________ and the Holder hereby agree that any action,
proceeding  or claim  against it arising out of, or relating in any way to, this
Agreement  shall be brought and  enforced in the courts of the State of New York
or of the United  States of America for the Southern  District of New York,  and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The  Company,  _______________  and the  Holder  hereby  irrevocably  waive  any
objection to such exclusive jurisdiction or inconvenient forum. Any such process
or summons to be served upon any of the Company,  ___________  and the Holder(s)
(at the option of the party  bringing  such action,  proceeding or claim) may be
served by transmitting a copy thereof,  by registered or certified mail,  return
receipt requested,  postage prepaid, addressed to it at the address set forth in
SECTION 13 hereof.  Such mailing shall be deemed  personal  service and shall be
legal and binding upon the party so served in any action,  proceeding  or claim.
The  Company,  _______________  and the  Holder(s)  agree  that  the  prevailing
party(ies)  in any such action or  proceeding  shall be entitled to recover from
the other  party(ies)  all of  its/their  reasonable  legal  costs and  expenses
relating to such action or proceeding  and/or  incurred in  connection  with the
preparation therefor.

          18.  ENTIRE  AGREEMENT;  MODIFICATION.  This  Agreement  contains  the
entire  understanding  between  the parties  hereto with  respect to the subject
matter hereof and may not be modified or amended except by a writing duly signed
by the party  against  whom  enforcement  of the  modification  or  amendment is
sought.

          19.  SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not
affect any other provision of this Agreement.

          20.  CAPTIONS.  The caption headings of the Sections of this Agreement
are for  convenience of reference only and are not intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

          21.  BENEFITS OF THIS  AGREEMENT.  Nothing in this Agreement  shall be
construed  to give to any  person or  corporation  other  than the  Company  and
____________ and any other registered  Holder(s) of the Warrant  Certificates or
Warrant  Securities  any legal or  equitable  right,  remedy or claim under this
Agreement;  and this Agreement  shall be for the sole benefit of the Company and
___________  and any other  registered  Holder(s)  of  Warrant  Certificates  or
Warrant Securities.

          22.  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.


                                       11
<PAGE>

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


                                       SKYMALL, INC.



                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title: __________________________________
Attest:


____________________________________
Secretary


                                       _________________________________________


                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title: __________________________________



                                       12
<PAGE>

                                    EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON  EXERCISE  THEREOF  MAY NOT BE OFFERED OR SOLD  EXCEPT  PURSUANT  TO (i) AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  (ii) TO THE  EXTENT  APPLICABLE,  RULE 144  UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES),  OR (iii)
AN OPINION OF COUNSEL,  IF SUCH  OPINION  SHALL BE  REASONABLY  SATISFACTORY  TO
COUNSEL FOR THE ISSUER,  THAT AN EXEMPTION  FROM  REGISTRATION  UNDER THE ACT IS
AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                   5:30 P.M., NEW YORK TIME, ___________, 2004

No. W-_________ Warrants to Purchase

         ______ Shares of Common Stock


                               WARRANT CERTIFICATE

     This Warrant  Certificate  certifies that , or registered  assigns,  is the
registered  holder of ______  Warrants to purchase  initially,  at any time from
__________, 1999 until 5:30 p.m. New York time on __________, 2004  ("Expiration
Date"), up to (______) __________________________________________ fully-paid and
non-assessable  shares of common  stock,  ("Common  Stock") of SKYMALL,  INC., a
Nevada  corporation  (the  "Company"),  (one share of Common  Stock  referred to
individually  as a  "Security"  and  collectively  as the  "Securities")  at the
initial  exercise price,  subject to adjustment in certain events (the "Exercise
Price"),  of $7.00 per share of Common  Stock  upon  surrender  of this  Warrant
Certificate  and  payment  of the  Exercise  Price at an office or agency of the
Company,  but  subject to the  conditions  set forth  herein and in the  warrant
agreement  dated as of __________, 1999 between the Company,  and  _____________
(the  "Warrant  Agreement").  Payment  of the  Exercise  Price  shall be made by
certified or official bank check in New York Clearing House funds payable to the
order of the Company or by surrender of this Warrant  Certificate  in connection
with an election to purchase pursuant to Section 3.2.

     No  Warrant  may be  exercised  after  5:30  p.m.,  New York  time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, hereby shall thereafter be void.

                                       A-1
<PAGE>

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holder(s) (the words "holder" or  "holder(s)"  meaning the registered  holder or
registered holder(s)) of the Warrants.

     The Warrant  Agreement  provides that upon the occurrence of certain events
the  Exercise  Price  and the type  and/or  number of the  Company's  securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in the  Exercise  Price and the number
and/or type of securities issuable upon the exercise of the Warrants;  provided,
however,  that the failure of the Company to issue such new Warrant Certificates
shall not in any way  change,  alter,  or  otherwise  impair,  the rights of the
holder as set forth in the Warrant Agreement.

     Upon  due  presentment  for   registration  of  transfer  of  this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax or other  governmental  charge
imposed in connection with such transfer.

     Upon the  exercise  of less  than  all of the  Warrants  evidenced  by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

     The  Company  may deem and treat  the  registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

     All  terms  used in this  Warrant  Certificate,  which are  defined  in the
Warrant  Agreement,  shall have the  meanings  assigned  to them in the  Warrant
Agreement.


                                      A-2
<PAGE>




     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed under its corporate seal.

Dated as of ___________, 1999

                                       SKYMALL, INC.

[SEAL]

                                       By: _____________________________________

                                       Name: ___________________________________

                                       Title: __________________________________
Attest:


____________________________________
Secretary



                                      A-3

<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant Certificate, to purchase:

                        ________ shares of Common Stock;

and herewith tenders in payment for such securities a certified or official bank
check payable in New York Clearing House Funds to the order of SkyMall,  Inc. in
the amount of $________,  all in accordance with the terms of Section 3.1 of the
Placement  Agent's  Warrant  Agreement  dated as of  ___________,  1999  between
SkyMall,  Inc.  and  ______________________.  The  undersigned  requests  that a
certificate  for such  securities  be registered in the name of whose address is
and that such Certificate be delivered to  ______________________  whose address
is ___________________.

Dated:

     Signature  _____________________________

     (Signature  must  conform in all respects to name of holder as specified on
the face of the Warrant Certificate.)


     ___________________________________
    (Insert Social Security or Other Identifying Number of Holder)


                                      A-4
<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]


     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant  Certificate,  to purchase shares of Common Stock of
SKYMALL,  INC.,  in  accordance  with the terms of Section  3.2 of that  certain
Warrant  Agreement  dated as of  ____________,  1999 between  Skymall,  Inc. and
_______________   and   herewith   tenders  in  payment   for  such   securities
__________________________ Warrants. The undersigned requests that a certificate
for such  securities  be  registered  in the name of  __________________________
whose  address  is   ___________________________________________and   that  such
Certificate  be  delivered  to  ___________________________   whose  address  is
___________________________.



Dated: _________________________________



Signature: _______________________________________
           (Signature must conform in all respects
           to name of Holder as specified on the
           face of the Warrant Certificate).


___________________________________________________
(Insert Social Security or Other Identifying Number
of Holder)


                                      A-5
<PAGE>

                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder

                  desires to transfer the Warrant Certificate.)

FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto

                  (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________ Attorney,
to transfer  the within  Warrant  Certificate  on the books of the  within-named
Company, with full power of substitution.

Dated: __________________ Signature: ________________________________
(Signature must conform in all respects to name of holder as
specified on the face of the Warrant Certificate.)

     ________________________________________
     (Insert Social Security or Other Identifying Number of Assignee)


                                      A-6