EXHIBIT 4.2

         FORM OF SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK CERTIFICATE

Stock  Certificate  with a  Certificate  No.,  the number of shares and with the
following text:

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
                  Series B Junior Convertible Preferred Stock
                           par value $.001 per share
                                 SKYMALL, INC.

THIS  CERTIFIES  THAT  ________________  is the owner of ________ fully paid and
non-assessable Shares of the above Corporation transferable only on the books of
the  Corporation by the holder hereof in person or by duly  authorized  Attorney
upon surrender of this Certificate properly endorsed.

IN WITNESS  WHEREOF,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers  and to be sealed  with the Seal of the
Corporation.

Dated:  ______________________


_____________________________                    _______________________________
Secretary                                        President


                                 Corporate Seal


<PAGE>


Back of Certificate:  Legends:

A statement of the rights,  preferences,  privileges and restrictions granted or
imposed  upon the  respective  classes or series of shares and upon the  holders
thereof as established,  from time to time, by the Articles of  Incorporation of
the  Corporation and by the  Certificate of  Designations,  the number of shares
constituting each class and series and the designations thereof, may be obtained
by the holder hereof upon written  request and without charge from the Secretary
of the Corporation at its principal executive offices.

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 HOLDER HEREOF FIRST HAVING
OBTAINED  THE  WRITTEN  OPINION  OF  COUNSEL  OF THE  ISSUER,  OR OTHER  COUNSEL
REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS CONSISTENT
WITH ALL  APPLICABLE  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE
"BLUE SKY" OR SIMILAR SECURITIES LAWS.

Various abbreviations and the language:

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations.  Additional  abbreviations may also
be used though not in the list.

<TABLE>
<S>                                            <C>
TEN COM -- as tenants in common                UNIF GIFT MIN ACT - ________ Custodian _________ (Minor)
TEN ENT -- as tenants by the entireties          under Uniform Gifts to Minors Act ____________ (State)
JT TEN --  as joint tenants with right of
           survivorship and not as tenants in
           common
</TABLE>

   For value received, the undersigned hereby sells, assigns and transfers unto

                                          PLEASE INSERT SOCIAL SECURITY OR OTHER
                                                  IDENTIFYING NUMBER OF ASSIGNEE
                                          --------------------------------------
                                          |                                    |
                                          |                                    |
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

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

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_________________________________________________________________________ Shares

represented by the within Certificate, and do hereby irrevocably constitutes and
appoints  __________________________________  Attorney to transfer the shares on
the books of the within-named Corporation with full power of substitution in the
premises.

Dated _____________________


                                       _________________________________________

                                       _________________________________________
                                       NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT
                                       MUST  CORRESPOND  WITH  THE  NAME(S)  AS
                                       WRITTEN UPON  THE FACE OF THE CERTIFICATE
                                       IN EVERY  PARTICULAR,  WITHOUT ALTERATION
                                       OR ENLARGEMENT OR ANY CHANGE WHATEVER.

In presence of


__________________________________