EXHIBIT 4.1

                      CERTIFICATE OF DESIGNATIONS, RIGHTS,
                           PREFERENCES AND LIMITATIONS

                                  SKYMALL, INC.
                   SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK

 PURSUANT TO TITLE 7, CHAPTER 78, SECTION 78.1955 OF THE NEVADA REVISED STATUTES


     SkyMall,  Inc., a corporation  organized and existing under the laws of the
State of Nevada,  in accordance  with the  requirements  of Title 7, Chapter 78,
Section  78.1955  of the  Nevada  Revised  Statutes,  does  hereby  submit  this
Certificate of Designations,  Rights,  Preferences and Limitations ("Certificate
of Designations") as follows:

     1. NAME. The name of the Corporation is:

                                  SkyMall, Inc.

     2. RESOLUTION  ESTABLISHING AND DESIGNATING A SERIES OF PREFERRED STOCK AND
FIXING AND DETERMINING THE RELATIVE  RIGHTS,  PREFERENCES AND LIMITATIONS OF THE
SHARES THEREOF.

          RESOLVED,  that pursuant to the authority expressly granted and vested
     in  the  Board  of  Directors  of  this  Corporation  by  the  Articles  of
     Incorporation,  as  amended,  a  series  of  the  Corporation's  authorized
     preferred stock,  par value $0.001 per share, be and hereby is created,  as
     to which the terms of issuance and the rights,  preferences and limitations
     thereof shall be as follows:

          a. DESIGNATION.  The distinctive  serial  designation of the series is
     Series B Junior  Convertible  Preferred  Stock,  par value $0.001 per share
     (the "Convertible Preferred Stock").

          b. RANKING.  The  Convertible  Preferred Stock shall rank (i) prior to
     the Corporation's common stock, par value $.001 per share ("Common Stock");
     (ii)  PARI  PASSU  with  the  Corporation's  Series  A  Junior  Convertible
     Preferred  Stock,  par  value  $.001  per share  (the  "Series A  Preferred
     Stock");  (iii)  prior  to any  class or  series  of  capital  stock of the
     Corporation  hereafter created (unless,  with the consent of the holders of
     Convertible  Preferred  Stock (which may be withheld in such  holders' sole
     and absolute  discretion)  obtained in accordance with Section 2(j) hereof,
     such class or series of capital  stock  specifically,  by its terms,  ranks
     senior to or PARI PASSU with the Convertible  Preferred  Stock);  (iv) PARI
     PASSU  with any  class  or  series  of  capital  stock  of the  Corporation
     hereafter  created  (with the  consent of the  holders  of the  Convertible
     Preferred  Stock (which may be withheld in such  holders' sole and absolute
     discretion)  obtained in accordance with Section 2(j) hereof)  specifically
     ranking,  by its terms,  on parity  with the  Convertible  Preferred  Stock
     ("Pari Passu Securities"); and (v) junior to any class or series of capital
     stock of the Corporation hereafter created (with the consent of the holders
     of Convertible Preferred Stock (which may be withheld in such holders' sole

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     and absolute  discretion)  obtained in accordance with Section 2(j) hereof)
     specifically  ranking,  by its terms,  senior to the Convertible  Preferred
     Stock ("Senior Securities"), in each case as to distribution of assets upon
     liquidation,   dissolution  or  winding  up  of  the  Corporation,  whether
     voluntary or involuntary.

          c.  NUMBER OF SHARES IN SERIES.  The  number of shares of  Convertible
     Preferred  Stock  created  hereby  shall  be  80,000  shares,  out  of  the
     10,000,000  shares  of  preferred  stock  authorized  by  the  Articles  of
     Incorporation.  No shares  of  preferred  stock  are  issued as of the date
     hereof.

          d. CONSIDERATION FOR ISSUANCE.  The Convertible  Preferred Stock shall
     be issued by the  Corporation  from time to time, in the  discretion of the
     Board of Directors.  Upon issuance of the shares of  Convertible  Preferred
     Stock and receipt of payment therefor,  such shares shall be fully paid and
     non-assessable.

          e.  CONVERSION.  The Convertible  Preferred Stock shall be convertible
     into shares of Common Stock of the Corporation as follows:

          (i) RIGHT TO CONVERT.  Subject to the conversion limitations set forth
     in Sections  2(e)(vi) and 2(l)(vii),  each share of  Convertible  Preferred
     Stock shall be automatically convertible into such number of fully paid and
     non-assessable  shares of Common Stock as is determined by dividing (1) the
     sum of (a) the  Liquidation  Preference (as defined below) thereof plus (b)
     at the option of such holder of Convertible  Preferred  Stock,  any amounts
     owed to such holder  pursuant to Section  2(b) of the  Registration  Rights
     Agreement,  dated as of December 30, 1999, by and among the Corporation and
     the other signatories  thereto (the  "Registration  Rights Agreement") (the
     sum of (a)  and  (b)  being  collectively  referred  to as the  "Conversion
     Amount"),  by (2) the then effective  Conversion  Price (as defined below).
     "Conversion Price" shall initially mean $7.00.

          (ii) FRACTIONAL  SHARES. No fractional shares of Common Stock shall be
     issued upon  conversion  of the  Convertible  Preferred  Stock.  In lieu of
     fractional  shares,  the Corporation  shall pay cash equal to such fraction
     multiplied  by the  average  closing  bid price of the Common  Stock on the
     Nasdaq National Market (or the average closing price of the Common Stock on
     the principal exchange on which the shares of Common Stock are then listed)
     for the ten trading days immediately preceding the notice of conversion.

          (iii)  ADJUSTMENTS TO THE CONVERSION  PRICE. The Conversion Price will
     be subject to adjustment in the event the  Corporation  shall do any of the
     following  after the first date on which  shares of  Convertible  Preferred
     Stock  are  issued  (the  "Issue  Date"):  (i)  pay a  dividend  or  make a
     distribution in shares of its capital stock (whether shares of Common Stock
     or of  capital  stock of any other  class),  to the  holders  of its Common
     Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine
     its  outstanding  shares of Common  Stock into a smaller  number of shares,
     (iv) issue by  reclassification of its shares of Common Stock any shares of
     capital  stock of the  Corporation,  (v) issue  rights or  warrants  to all
     holders of Common Stock  entitling them to subscribe for or purchase Common


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<PAGE>

     Stock at a price per  share  less than the then  current  market  price per
     share of Common Stock or less than the  Conversion  Price then in effect or
     (vi) distribute to all holders of Common Stock any other rights or warrants
     to subscribe to any of its Common Stock, or any securities, or evidences of
     indebtedness or any assets (excluding cash dividends or cash  distributions
     out of earned surplus).  The conversion  privilege and the Conversion Price
     in effect immediately prior to any such action shall be adjusted so that if
     the Convertible Preferred Stock is thereafter surrendered for conversion, a
     holder of  Convertible  Preferred  Stock  shall be  entitled to receive the
     number of shares of capital stock of the  Corporation or other rights which
     he would have been entitled to receive  immediately  following  such action
     had the  Convertible  Preferred  Stock  been  converted  immediately  prior
     thereto. An adjustment so made shall become effective immediately after the
     close  of  business  on the  record  date  in the  case  of a  dividend  or
     distribution  and shall  become  effective  immediately  after the close of
     business on the effective date in the case of a subdivision, combination or
     reclassification.  If,  as  a  result  of  such  adjustment,  a  holder  of
     Convertible  Preferred  Stock shall  become  entitled,  if the  Convertible
     Preferred Stock is thereafter surrendered for conversion, to receive shares
     of two or more classes of capital stock of the Corporation or other rights,
     the Board of Directors,  whose  determination  shall be  conclusive,  shall
     determine the allocation of the adjusted  conversion ratio between or among
     shares of such  classes of  capital  stock or other  rights.  Except in the
     cases  enumerated  above, the conversion ratio will not be adjusted for the
     issuance of Common Stock.

          (iv) No adjustment in the  Conversion  Price shall be required  unless
     such  adjustment  would require an increase or decrease of at least $.01 in
     such Conversion Price;  PROVIDED,  HOWEVER,  that any adjustments which for
     this reason are not required to be made shall be carried  forward and taken
     into account in any subsequent adjustment.

          (v)  MERGERS,  ETC.  In case the  Corporation  shall be a party to any
     transaction (including,  without limitation, a merger, consolidation,  sale
     of all or substantially all of the Corporation's assets or recapitalization
     of  the  Common  Stock)  (each  of the  foregoing  being  referred  to as a
     "Transaction"),  in each case as a result of which  shares of Common  Stock
     shall be converted  into the right to receive  stock,  securities  or other
     property  (including  cash  or any  combination  thereof),  each  share  of
     Convertible  Preferred  Stock  which is not  converted  into  the  right to
     receive  stock,  securities  or other  property  in  connection  with  such
     Transaction  shall  thereafter be  convertible  into the kind and amount of
     shares of stock and other  securities  and property  receivable  (including
     cash) upon the  consummation of such Transaction by a holder of that number
     of shares or  fraction  thereof  of Common  Stock  into  which one share of
     Convertible  Preferred  Stock  was  convertible  immediately  prior to such
     Transaction. The Corporation shall not be a party to any Transaction unless
     the terms of such  Transaction  are consistent  with the provisions of this
     subsection  (e)(v) and it shall not consent or agree to the  occurrence  of
     any  Transaction  until the  Corporation has entered into an agreement with
     the successor or purchasing  entity, as the case may be, for the benefit of


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<PAGE>

     the  holders  of  the  Convertible   Preferred  Stock  which  will  contain
     provisions  enabling the holders of the  Convertible  Preferred Stock which
     remains   outstanding   after  such   Transaction   to  convert   into  the
     consideration  received by holders of Common Stock at the Conversion  Price
     immediately  after such  Transaction.  The  provisions  of this  subsection
     (e)(v) shall similarly apply to successive Transactions.

          (vi) MANDATORY  CONVERSION.  The shares of Convertible Preferred Stock
     shall not be  convertible  into Common Stock except in accordance  with the
     terms of this Section 2(e)(vi).  Each share of Convertible  Preferred Stock
     shall be  automatically  converted into Common Stock in accordance with the
     terms of this  Section  2(e) at such  time as (A) the  shareholders  of the
     Corporation have approved (the "Shareholder Approval") the issuance of such
     shares  of  Common  Stock  issuable  upon  conversion  of  the  Convertible
     Preferred  Stock in accordance  with the  applicable  corporate  governance
     rules of the Nasdaq Stock Market relating to the sale or issuance of common
     stock, or securities  convertible  into, or exercisable  for, common stock,
     equal  to 20% or more of the  common  stock  or  voting  power  outstanding
     immediately  preceding such  issuance;  and (B) such shares of Common Stock
     are subject to an effective registration statement under the Securities Act
     of 1933, as amended.

          (vii) MECHANICS OF CONVERSION.  Each certificate evidencing any of the
     outstanding  shares  of  Convertible   Preferred  Stock  shall,  upon  such
     automatic conversion,  be deemed to be a certificate  evidencing the number
     of shares of Common Stock into which the  Convertible  Preferred  Stock has
     been  converted.  Each share of Convertible  Preferred Stock is convertible
     pursuant  to Section  2(e)(vi)  in whole but not in part.  Such  conversion
     shall be  deemed to have been  effected  immediately  prior to the close of
     business on the date on which the  Shareholder  Approval has been  obtained
     and the shares of Common Stock become subject to an effective  registration
     statement under the Securities Act, whichever date is later. As promptly as
     practicable  after  receipt of a  holder's  share  certificate(s)  formerly
     representing  shares of Convertible  Preferred Stock, the Corporation shall
     issue and  deliver  to the  holder  of the  Convertible  Preferred  Stock a
     certificate  representing  the number of shares of Common  Stock into which
     the Convertible Preferred Stock was converted.

          f. MANDATORY  REDEMPTION.  In the event (i) the  Corporation  fails to
     obtain  the  Shareholder  Approval,  or  (ii)  the  Shareholders  Agreement
     referred to in Section  2(l)(vii) is not entered into by all of the parties
     thereto  (excluding Wand Partners Inc.), in either case, on or prior to the
     180th day following the issuance date of the Convertible  Preferred  Stock,
     the then  outstanding  shares of Convertible  Preferred  Stock shall become
     immediately  redeemable  and the  Corporation  shall purchase each holder's
     outstanding  shares of Convertible  Preferred Stock for an amount per share
     equal to 110% multiplied by (a) the Liquidation Preference of the shares to
     be redeemed  plus (b) all amounts owed to such holder  pursuant to Sections
     2(b) and 7(e) of the Registration Rights Agreement.


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<PAGE>

          g. LIQUIDATION OR DISSOLUTION. The Convertible Preferred Stock carries
     a   liquidation   preference   of  $100.00  per  share  (the   "Liquidation
     Preference").  In the event of any  liquidation,  dissolution,  winding up,
     either  voluntary  or  involuntary,  of the  Corporation,  or  any  partial
     liquidation  effected  by means of a  distribution  of  assets or return of
     capital, the holders of each share of Convertible  Preferred Stock shall be
     entitled  to receive  and be paid in cash out of the  surplus  funds of the
     Corporation  or out of the  assets  so  distributed,  full  payment  of the
     Liquidation Preference of such share before any amount shall be paid to the
     holders of any other class of capital stock of the Corporation.

          If upon  liquidation,  the  assets of the  Corporation  available  for
     distribution to stockholders shall be insufficient to permit the payment in
     full of the  Liquidation  Preference  payable  hereunder  to the holders of
     Convertible Preferred Stock and PARI PASSU Securities, then all such assets
     shall  be  distributed   ratably  among  the  holders  of  such  shares  of
     Convertible  Preferred Stock and PARI PASSU  Securities first in payment of
     the  Liquidation  Preference per share of Convertible  Preferred  Stock and
     PARI PASSU Securities,  in proportion to the respective  amounts that would
     be payable per share if such assets were sufficient to permit such payments
     in full.

          No  distribution  shall be made with  respect  to any class of capital
     stock of the  Corporation  standing junior in preference to the Convertible
     Preferred Stock until the distributions  required  hereunder have been paid
     in full to all holders of Convertible Preferred Stock. After the holders of
     Convertible  Preferred  Stock have  received the sum per share equal to the
     Liquidation  Preference of such Convertible Preferred Stock, the holders of
     classes of capital stock standing junior in preference shall be entitled to
     share in accordance with their respective rights and preferences  hereunder
     in the  distribution of all remaining  assets of the Corporation  available
     for distribution.

          h. DIVIDENDS. The Convertible Preferred Stock shall not be entitled to
     the  payment  of  dividends  or other  distributions  of the  assets of the
     Corporation   other  than   distributions   of  assets  upon   liquidation,
     dissolution  or  winding  up  of  the  Corporation,  whether  voluntary  or
     involuntary.

          i.  VOTING  RIGHTS.  Other  than as set  forth in the  Certificate  of
     Designations,  each  holder of  Convertible  Preferred  Stock shall have no
     voting rights (except as otherwise required by law).

          j.  PROTECTIVE  PROVISIONS.  (A) So  long  as  shares  of  Convertible
     Preferred Stock are outstanding,  the Corporation  shall not, without first
     obtaining  the  approval  (by vote or written  consent,  as provided by the
     Nevada  General  Corporation  Law) of the holders of at least a majority of
     the then  outstanding  shares of  Convertible  Preferred  Stock voting as a
     separate class:

          (i)  alter,  amend or repeal  (whether  by  merger,  consolidation  or
     otherwise) any of the rights,  preferences or privileges of the Convertible
     Preferred  Stock or any capital  stock of the  Corporation  so as to affect
     adversely the Convertible Preferred Stock;


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<PAGE>

          (ii) create or issue any new class or series of Senior Securities;

          (iii)  create  or  issue  any  new  class  or  series  of  Pari  Passu
     Securities;

          (iv) increase the authorized number of shares of Convertible Preferred
     Stock;

          (v) increase the par value of the Common Stock;

          (vi) create any new class or series of preferred stock entitled to the
     payment of dividends;

          (vii) authorize or approve any liquidation, dissolution, or winding up
     of the Corporation or any filing of a voluntary petition in bankruptcy;

          (viii) authorize or approve any Transaction;

          (ix) pay any  dividends or  distributions  on any capital stock of the
     Corporation, other than Senior Securities; or

          (x) redeem or repurchase  (or make funds  available for a sinking fund
     for the redemption or repurchase of) any capital stock of the Corporation.

          (B) So long as the Convertible  Preferred  Stock is  outstanding,  the
     holders of the Convertible  Preferred Stock shall have the exclusive right,
     voting  separately  as a class,  to elect one director for a newly  created
     directorship  of the  Corporation,  such  director to be in addition to the
     number of directors  constituting the Board of Directors of the Corporation
     in the absence of this subsection  (ii). Such right may be exercised at any
     annual  meeting (or special  meeting in lieu  thereof) of  stockholders  at
     which  directors  are elected or at a special  meeting  called as described
     below (or in either case by action by written  consent).  At any time after
     the Issue Date, the  Corporation  may, and upon the written  request of the
     holders of not less than 25% of the shares of Convertible  Preferred  Stock
     then  outstanding  shall,  within one business day of such written request,
     call a special  meeting of the holders of  Convertible  Preferred  Stock to
     fill such newly created  directorship.  Such director may be removed at any
     time,  either with or without cause, by the affirmative vote of the holders
     of a majority of the  outstanding  shares of Convertible  Preferred  Stock,
     voting  separately  as one  class,  and such  vacancy  resulting  from such
     removal to be filled by the holders of Convertible  Preferred Stock, voting
     separately as one class.

          k.  LEGENDS.  Each  certificate  representing  shares  of  Convertible
     Preferred Stock shall bear the following legends:

          THE SHARES OF STOCK  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO
          CERTAIN  RESTRICTIONS AND CONDITIONS UNDER THAT CERTAIN CERTIFICATE OF
          DESIGNATIONS,  PREFERENCES  AND RIGHTS OF SERIES B JUNIOR  CONVERTIBLE


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<PAGE>

          PREFERRED STOCK OF SKYMALL, INC., AS FILED WITH THE SECRETARY OF STATE
          OF NEVADA.

          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 A  REGISTRATION  STATEMENT  THAT 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.

          l. COVENANTS AS TO CONVERTIBLE  PREFERRED STOCK AND COMMON STOCK.  The
     Company hereby covenants and agrees as follows:

          (i) The Convertible  Preferred Stock is, and any securities  issued in
     substitution  for or replacement of the  Convertible  Preferred  Stock will
     upon issuance be, duly authorized and validly issued.

          (ii)  All  shares  of  Common  Stock  which  may be  issued  upon  the
     conversion of the  Convertible  Preferred  Stock will,  upon  issuance,  be
     validly issued, fully paid and nonassessable and free from all taxes, liens
     and charges with respect to the issuance thereof.

          (iii) During the period  within which the  securities  represented  by
     this Certificate of Designations may be converted,  the Corporation will at
     all times  have  authorized  and  reserved  at least  100% of the number of
     shares  of  Common  Stock  needed  to  provide  for the  conversion  of the
     Convertible Preferred Stock.

          (iv) The Corporation  shall secure the listing of the shares of Common
     Stock issuable upon conversion of the Convertible Preferred Stock 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
     conversion of the Convertible Preferred Stock; and the Corporation 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


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<PAGE>

     other shares of capital stock of the  Corporation  issuable upon conversion
     of the Convertible Preferred Stock if and so long as any shares of the same
     class shall be listed on such  national  securities  exchange or  automated
     quotation system.

          (v) The  Corporation  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 Certificate of Designations.

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

          (vii) Notwithstanding  anything in this Certificate of Designations to
     the contrary, the Convertible Preferred Stock shall not be convertible into
     shares  of  Common  Stock  until  such  time  as the  Corporation  and  the
     shareholders  listed  on  Schedule  II to the Stock  and  Warrant  Purchase
     Agreement,  dated as of December 30, 1999,  relating to the issuance of the
     Convertible  Preferred Stock have entered into a Shareholders  Agreement in
     form and substance reasonably acceptable to Wand Partners Inc.

     3. DATE OF RESOLUTION.  The foregoing  Resolution of the Board of Directors
of  SkyMall,  Inc.  was  adopted  by the  Board  of  Directors  on the 30 day of
December, 1999.


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     I, THE UNDERSIGNED, being the Executive Vice President and Secretary of the
Corporation,  for the purpose of establishing a series of the preferred stock of
the  Corporation  and setting forth the  designations,  rights,  preferences and
limitations thereof pursuant to the requirements of Title 7, Chapter 78, Section
78.195  of the  Nevada  Revised  Statutes,  do  make  this  certificate,  hereby
declaring and certifying  that this is my act and deed and that the facts herein
stated are true, and accordingly  have hereunto set my hand as of this 30 day of
December, 1999.


                                              /s/ Christine A. Aguilera
                                              ----------------------------------
                                              Christine A.  Aguilera,  Executive
                                              Vice President & Secretary

STATE OF ARIZONA    )
                    )ss.
COUNTY OF MARICOPA  )

     On this 30th day of December, 1999, before me, a Notary Public,  personally
appeared  Christine A. Aguilera who has acknowledged  that he executed the above
instrument.


                                             /s/
                                             -----------------------------------
                                             Notary Public

My Commission Expires:

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


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