Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT


          This  Registration  Rights  Agreement  (this  "AGREEMENT") is made and
entered into as of December 30, 1999, among SkyMall,  Inc., a Nevada corporation
(the "COMPANY"), and each of the Investors listed on Schedule 1 attached hereto.
Each of the Investors listed on Schedule 1 attached hereto is referred to herein
as a "INVESTOR" and are collectively referred to herein as the "INVESTORS."

          This Agreement is being entered into pursuant to the Stock and Warrant
Purchase  Agreement,  dated as of the date hereof,  by and among the Company and
the Investors (the "PURCHASE AGREEMENT").

          The Company and the Investors hereby agree as follows:

     1.   DEFINITIONS.

          Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement,
the following terms shall have the following meanings:

          "ADVICE" shall have the meaning set forth in Section 3(m).

          "AFFILIATE"  means, with respect to any Person,  any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "CONTROL,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "AFFILIATED,"  "CONTROLLING"  and  "CONTROLLED"  have meanings
correlative to the foregoing.

          "CERTIFICATE   OF   DESIGNATIONS"   shall  mean  the   Certificate  of
Designations, Rights, Preferences and Limitations governing the Preferred Stock.

          "BLACKOUT PERIOD" shall have the meaning set forth in Section 3(n).

          "BOARD" shall have the meaning set forth in Section 3(n).

          "BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the state of
New York generally are authorized or required by law or other government actions
to close.

          "CLOSING  DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

<PAGE>

          "COMMISSION" means the Securities and Exchange Commission.

          "COMMON STOCK" means the Company's  Common Stock,  par value $.001 per
share.

          "EFFECTIVENESS DATE" means with respect to the Registration  Statement
the earlier of the 90th day following the Closing Date and the date which is not
more than ten (10) days of the date on which the Commission  informs the Company
that (i) the Commission will not review the  Registration  Statement or (ii) the
Company may request the  acceleration of the  effectiveness  of the Registration
Statement.

          "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in Section
2(a).

          "EVENT" shall have the meaning set forth in Section 7(e).

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "FILING  DATE"  means the date the  Registration  Statement  is filed,
which Filing Date shall be within 15 days of the Closing Date.

          "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable  Securities,  including without  limitation the
Investors and their assignees.

          "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

          "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

          "LOSSES" shall have the meaning set forth in Section 5(a).

          "NASDAQ" means the Nasdaq National Market.

          "PERSON"  means an individual or a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

          "PLACEMENT SHARES" shall have the meaning set forth in Section 2.

          "PREFERRED  STOCK"  means the  Company's  Series B Junior  Convertible
Preferred  Stock,  par value  $.001 per share,  as  authorized  pursuant  to the
Certificate of Designations.

          "PROCEEDING" means an action, claim, suit, investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.


                                       2
<PAGE>

          "PROSPECTUS"  means  the  prospectus   included  in  the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

          "REGISTRABLE  SECURITIES"  means (i) the  shares  of Common  Stock (A)
issuable upon  conversion of the Preferred  Stock  pursuant to the  Designations
(the  "COMMON  SHARES")  and (B) issuable  upon  exercise of the  Warrants  (the
"WARRANT SHARES"), and upon any stock split, stock dividend, recapitalization or
similar  event with respect to such Common Shares and Warrant  Shares,  and (ii)
any other dividend or other distribution with respect to, conversion or exchange
of, or in  replacement  of,  Registrable  Securities;  PROVIDED,  HOWEVER,  that
Registrable  Securities shall include (but not be limited to) a number of shares
of Common  Stock equal to no less than 100% of the  maximum  number of shares of
Common Stock which would be issuable upon  conversion of the Preferred Stock and
upon exercise of the Warrants,  assuming such conversion or exercise occurred on
the Closing Date or the Filing Date,  whichever date would result in the greater
number of Registrable Securities.  Notwithstanding  anything herein contained to
the contrary,  such  registered  shares of Common Stock shall be allocated among
the Holders pro rata based on the total number of Registrable  Securities issued
or issuable as of each date that a Registration Statement, as amended,  relating
to the  resale  of the  Registrable  Securities  is  declared  effective  by the
Commission.  Notwithstanding  anything contained herein to the contrary,  if the
actual number of shares of the Common Shares and the Warrant Shares exceeds 100%
of the number of shares of the Common Shares and the Warrant Shares based upon a
computation  as at the Closing  Date or the Filing Date,  the term  "Registrable
Securities" shall be deemed to include such additional shares of Common Stock.

          "REGISTRATION  STATEMENT"  means the  registration  statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus,  amendments and supplements to such registration statement
or  Prospectus,  including  pre- and  post-effective  amendments,  all  exhibits
thereto,  and all  material  incorporated  by  reference  in  such  registration
statement.

          "RULE 144" means Rule 144  promulgated by the  Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

          "RULE 158" means Rule 158  promulgated by the  Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

          "RULE 415" means Rule 415  promulgated by the  Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.



                                       3
<PAGE>

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SPECIAL COUNSEL" means any special counsel to the Holders,  for which
the Holders will be reimbursed by the Company pursuant to Section 4.

     2.   REGISTRATION.

          (a) On or prior to the Filing Date the Company  shall prepare and file
with the Commission a "shelf"  Registration  Statement  covering all Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415.  The  Registration  Statement  shall  be on Form  S-3 (or on  another  form
appropriate for such registration in accordance herewith). The Company shall (i)
not permit any securities  other than the Registrable  Securities and any shares
issuable  pursuant to any warrant  issued to any financial  advisor or placement
agent in connection  with the  transaction  described in the Purchase  Agreement
(the "PLACEMENT  SHARES") to be included in the Registration  Statement and (ii)
use its  best  efforts  to  cause  the  Registration  Statement  to be  declared
effective  under the Securities Act within 90 days from the Closing Date, but in
any  event  prior  to the  Effectiveness  Date,  and to keep  such  Registration
Statement  continuously effective under the Securities Act until such date as is
the  earlier  of (x) the date when all  Registrable  Securities  covered by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may be sold  without  any  restriction  pursuant  to Rule  144(k) as
determined  by the  counsel  to  the  Company  (such  counsel  to be  reasonably
acceptable to the Holders of a majority of the Registrable  Securities) pursuant
to a written opinion letter,  addressed to the Company's  transfer agent to such
effect (the "EFFECTIVENESS  PERIOD"). If an additional Registration Statement is
required,  for any reason,  to be filed  because the actual  number of shares of
Common  Shares and Warrant  Shares  exceeds the number of shares of Common Stock
initially registered in respect of the Common Shares and the Warrant Shares, the
Company  shall  have  20  Business  Days to file  such  additional  Registration
Statement,  and the Company shall use its best efforts to cause such  additional
Registration  Statement to be declared  effective by the  Commission  as soon as
possible, but in no event later than 90 days after filing.

          (b) If the Registration  Statement covering the Registrable Securities
required  to be filed by the  Company  pursuant  to Section  2(a)  hereof is not
declared  effective  by the  Effectiveness  Date,  then the  Company  shall make
payments  to the  Investors  in such  amounts  and at such  times  as  shall  be
determined  pursuant to this Section  2(b) as partial  relief for the damages to
the  Investors by reason of any such delay in or  reduction of their  ability to
sell the  Registrable  Securities  (which  remedy  shall not be exclusive of any
other  remedies  available at law or in equity).  The Company  shall pay to each
holder of Registrable  Securities an amount equal to the Liquidation  Preference
(as defined in the  Certificate  of  Designations)  of the Preferred  Stock then
outstanding and/or of the Common Stock (valued at the higher of $7.00 or the per
share Market Price (as defined in the Warrant)),  as applicable  (the "AGGREGATE
SHARE PRICE"),  multiplied by the Applicable Percentage (as defined below) times
the number of months (prorated for partial months) after the Effectiveness  Date
and prior to the date the  Registration  Statement is declared  effective by the
Commission; PROVIDED, HOWEVER, that there shall be excluded from such period any
delays which are soley  attributable to changes required by the Investors in the
Registration  Statement with respect to  information  relating to the Investors,


                                       4
<PAGE>

including,  without limitation,  changes to the plan of distribution,  or to the
failure of the Investors to conduct their review of the  Registration  Statement
timely in  accordance  with the terms of this  Agreement.  The term  "APPLICABLE
PERCENTAGE"  means two  hundredths  (.02).  (For  example,  if the  Registration
Statement  becomes  effective one (1) month after the  Effectiveness  Date,  the
Company  would pay $20,000 for each  $1,000,000  of Aggregate  Share  Price.  If
thereafter,  sales could not be made pursuant to the Registration  Statement for
an  additional  period of one (1) month,  the  Company  would pay an  additional
$20,000 for each  $1,000,000 of Aggregate  Share  Price).  Such amounts shall be
paid in cash or,  at each  Investor's  option,  may be  added to the  Conversion
Amount (as defined in the Certificate of Designation) of the Preferred Stock and
thereafter be convertible  into Common Stock at the Conversion Price (as defined
in the  Certificate  of  Designations)  in  accordance  with  the  terms  of the
Preferred  Stock.  If the Investor  desires to convert the amounts due hereunder
into  Registrable  Securities,  it shall so notify the Company in writing within
two (2)  Business  Days of the date on which such  amounts are first  payable in
cash and such amounts  shall be so  convertible  (pursuant to the  mechanics set
forth in the Certificate of Designations),  beginning on the last day upon which
the  cash  amount  would  otherwise  be due in  accordance  with  the  following
sentence.  Payments of cash  pursuant  hereto shall be made within five (5) days
after the end of each period that gives rise to such obligation,  provided that,
if any such period  extends for more than  thirty  (30) days,  interim  payments
shall be made for each such thirty (30) day period.

     3.   REGISTRATION PROCEDURES. In connection with the Company's registration
obligations hereunder, the Company shall:

          (a)  Prepare  and file with the  Commission  on or prior to the Filing
Date, a Registration  Statement on Form S-3 (or on another form  appropriate for
such  registration  in  accordance  herewith) in  accordance  with the method or
methods of distribution thereof as specified by the Holders (except if otherwise
directed  by the  Holders),  and  cause  the  Registration  Statement  to become
effective and remain effective as provided herein;  PROVIDED,  HOWEVER, that not
less  than  five (5)  Business  Days  prior to the  filing  of the  Registration
Statement  or any related  Prospectus  or any  amendment or  supplement  thereto
(including any document that would be  incorporated  therein by reference),  the
Company shall (i) furnish to the Holders and any Special Counsel,  copies of all
such  documents  proposed  to  be  filed,  which  documents  (other  than  those
incorporated  by  reference)  will be subject to the review of such  Holders and
such Special  Counsel,  and (ii) at the request of any Holder cause its officers
and directors,  counsel and independent  certified public accountants to respond
to such  inquiries,  and to make  available for  inspection,  during  reasonable
business  hours,  all  financial  and  other  records  and  pertinent  corporate
documents  and  properties  of  the  Company,  as  shall  be  necessary,  in the
reasonable  opinion  of  counsel  to  such  Holders,  to  conduct  a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements  thereto  to which the  Holders  of a  majority  of the  Registrable
Securities or any Special  Counsel shall  reasonably  object in writing  setting
forth the basis  for such  objection  within  three (3)  Business  Days of their
receipt thereof.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and


                                       5
<PAGE>

file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act; (iii) respond as promptly as possible to any comments  received
from the Commission with respect to the Registration  Statement or any amendment
thereto and as promptly as possible provide the Holders true and complete copies
of all  correspondence  from and to the Commission  relating to the Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

          (c)  Notify the  Holders of  Registrable  Securities  and any  Special
Counsel as promptly as possible (and, in the case of (i)(A) below, not less than
five (5)  Business  Days prior to such  filing)  and (if  requested  by any such
Person)  confirm  such  notice in  writing no later  than one (1)  Business  Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement and (C) with respect to the Registration  Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained in any  agreement  contemplated  hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that makes any statement made
in the  Registration  Statement or  Prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration  Statement,  Prospectus or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

          The Company shall promptly furnish to Special Counsel, without charge,
(i) any  correspondence  from the  Commission or the  Commission's  staff to the
Company or its representatives relating to any Registration Statement and (ii) a
copy of any written response to the correspondence  received from the Commission
in  accordance  with the  procedures  of Section 3(a)  relating to the filing of
Registration Statements.


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<PAGE>

          (d) Use its best  efforts  to avoid the  issuance  of,  or, if issued,
obtain the withdrawal  of, (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

          (e) If  requested  by the  Holders of a majority  in  interest  of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

          (f) Furnish to each Holder and any Special Counsel, without charge, at
least one (1) conformed copy of each  Registration  Statement and each amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

          (g) Promptly deliver to each Holder and any Special  Counsel,  without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

          (h) Prior to any public  offering of Registrable  Securities,  use its
best  efforts to register or qualify or cooperate  with the selling  Holders and
any Special Counsel in connection with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  requests in writing,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  PROVIDED,  HOWEVER,
that the Company  shall not be required to qualify  generally  to do business in
any  jurisdiction  where it is not then so  qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject  the Company to any  material  tax in any such
jurisdiction where it is not then so subject.

          (i) Cooperate  with the Holders to facilitate  the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant to a Registration  Statement,  which  certificates shall be free of all
restrictive  legends,  and to enable such  Registrable  Securities to be in such
denominations  and  registered  in such names as any Holder may request at least
two (2) Business Days prior to any sale of Registrable Securities.


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<PAGE>

          (j) Upon the occurrence of any event contemplated by Section 3(c)(vi),
as  promptly  as  possible,  prepare a  supplement  or  amendment,  including  a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

          (k) Use its best efforts to cause all Registrable  Securities relating
to such Registration  Statement to be listed on Nasdaq, and any other securities
exchange,  quotation system, market or over-the-counter  bulletin board, if any,
on which  similar  securities  issued by the Company are then listed as and when
required pursuant to the Purchase Agreement.

          (l) Comply in all  material  respects  with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

          (m) Require each selling Holder to furnish to the Company  information
regarding such Holder and the distribution of such Registrable  Securities as is
required by law to be disclosed in the Registration  Statement,  and the Company
may exclude from such registration the Registrable Securities of any such Holder
who fails to furnish  such  information  within a  reasonable  time prior to the
filing of each Registration  Statement,  supplemented  Prospectus and/or amended
Registration Statement.

          If  the  Registration  Statement  refers  to any  Holder  by  name  or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

          Each  Holder  covenants  and  agrees  that  (i) it will  not  sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

          Each Holder agrees by its acquisition of such  Registrable  Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the kind  described  in Section  3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or


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<PAGE>

3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), or until it is advised in writing (the  "ADVICE")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

          (n) If (i) there is  material  non-public  information  regarding  the
Company  which  the  Company's  Board  of  Directors  (the  "BOARD")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose  and which the Company  would be required to disclose
under the  Registration  Statement,  then the  Company  may  postpone or suspend
filing or effectiveness  of a registration  statement for a period not to exceed
20 consecutive  days,  provided that the Company may not postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any 12 month period (each, a "BLACKOUT PERIOD"); PROVIDED, HOWEVER, that no such
postponement  or suspension  shall be permitted for  consecutive 20 day periods,
arising out of the same set of facts, circumstances or transactions.

          (o) The  Company  shall  have no  obligation  to assure  the terms and
conditions of distribution,  to obtain a commitment from an underwriter relative
to  the  sale  of  the  Registrable   Securities  or  to  otherwise  assume  any
responsibility  for the  manner,  price  or  terms  of the  distribution  of the
Registrable Securities.

     4.   REGISTRATION   EXPENSES.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not the  Registration  Statement  is filed or becomes
effective and whether or not any Registrable Securities are sold pursuant to the
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with The Nasdaq  Stock  Market  and each  other  securities
exchange or market on which Registrable  Securities are required hereunder to be
listed, (B) with respect to filings required to be made with the Commission, and
(C) in compliance  with state  securities or Blue Sky laws  (including,  without
limitation, fees and disbursements subject to the dollar limitation set forth in
Section  4(iv)  below of counsel  for the  Holders in  connection  with Blue Sky
qualifications   of  the  Registrable   Securities  and   determination  of  the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  Holders  of a  majority  of  Registrable  Securities  may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing of  prospectuses  is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company and Special Counsel for the Holders, in the case of the Special Counsel,


                                       9
<PAGE>

to a maximum amount of $25,000, (v) Securities Act liability  insurance,  if the
Company so  desires  such  insurance,  and (vi) fees and  expenses  of all other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions contemplated by this Agreement,  including, without limitation, the
Company's independent public accountants  (including the expenses of any comfort
letters or costs associated with the delivery by independent  public accountants
of a comfort  letter or comfort  letters).  In  addition,  the Company  shall be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities  on any  securities  exchange  as  required  hereunder.  The fees and
expenses  referred to in the first  sentence of this Section 4 shall not include
(x) expenses of any Holder's  counsel other than the Special  Counsel or (y) any
underwriting  discounts,  selling  commissions or accountable or non-accountable
expenses paid to any person attributable to Registrable Securities, all of which
shall be borne by the Holder.

     5.   INDEMNIFICATION

          (a) INDEMNIFICATION BY THE COMPANY. The Company shall, notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Holder, the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "LOSSES"),
as  incurred,  arising  out of or  relating  to any  untrue  or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which  they were made) not  misleading,  except to the  extent,  but only to the
extent,  that  such  untrue  statements  or  omissions  are  based  solely  upon
information  regarding  such Holder  furnished in writing to the Company by such
Holder expressly for use therein,  which information was reasonably relied on by
the Company for use  therein or to the extent that such  information  relates to
such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement  thereto.  The Company shall notify
the Holders promptly of the  institution,  threat or assertion of any Proceeding
of which the Company is aware in connection with the  transactions  contemplated
by this  Agreement.  Such  indemnity  shall  remain  in full  force  and  effect
regardless of any investigation made by or on behalf of an Indemnified Party (as
defined in Section 5(c) to this Agreement) and shall survive the transfer of the
Registrable Securities by the Holders.


                                       10
<PAGE>

          (b) INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally and not
jointly,  indemnify  and hold  harmless the Company,  the  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising solely out of or based solely upon any untrue  statement of a
material fact contained in the Registration  Statement,  any Prospectus,  or any
form of  prospectus,  or arising solely out of or based solely upon any omission
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein  (in the case of any  Prospectus  or form of  prospectus  or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement  or  omission  is  contained  in or omitted  from any  information  so
furnished in writing by such Holder to the Company specifically for inclusion in
the  Registration  Statement or such  Prospectus and that such  information  was
reasonably  relied upon by the Company  for use in the  Registration  Statement,
such  Prospectus  or  such  form  of  prospectus  or to  the  extent  that  such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus  Supplement.  Notwithstanding  anything to
the  contrary  contained  herein,  the Holder shall be liable under this Section
5(b) for only that amount as does not exceed the net  proceeds to such Holder as
a result of the sale of  Registrable  Securities  pursuant to such  Registration
Statement.

          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "INDEMNIFYING  PARTY) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

          An Indemnified  Party shall have the right to employ separate  counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the


                                       11
<PAGE>

expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending  Proceeding in respect of which any  Indemnified  Party is a party which
imposes any future obligation on the Indemnified Party or which does not include
an unconditional  release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

          All fees and expenses of the Indemnified  Party (including  reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

          (d) CONTRIBUTION. If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information  supplied by, such Indemnifying,  Party or
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 5(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this  Section  was  available  to such  party  in  accordance  with  its  terms.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable or required to contribute under this Section 5(c) for only that amount as
does not  exceed  the net  proceeds  to such  Holder  as a result of the sale of
Registrable Securities pursuant to such Registration Statement.

          The parties  hereto  agree that it would not be just and  equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.


                                       12
<PAGE>

          The indemnity and  contribution  agreements  contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.

     6.   RULE 144. As long as any Holder owns Preferred  Stock,  Common Shares,
Warrants  or Warrant  Shares,  the Company  covenants  to timely file (or obtain
extensions in respect  thereof and file within the applicable  grace period) all
reports  required to be filed by the Company  after the date hereof  pursuant to
Section  13(a) or 15(d) of the Exchange Act and to promptly  furnish the Holders
with true and complete  copies of all such  filings.  As long as any Holder owns
Preferred Stock,  Common Shares,  Warrants or Warrant Shares,  if the Company is
not required to file reports  pursuant to Section 13(a) or 15(d) of the Exchange
Act, it will make publicly  available and furnish to the Holders the information
required  thereby.  The Company further covenants that it will take such further
action as any Holder may  reasonably  request,  all to the extent  required from
time to time to enable  such Person to sell  Common  Shares and  Warrant  Shares
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by Rule 144 promulgated under the Securities Act, including
compliance  with  the  provisions  of the  Purchase  Agreement  relating  to the
transfer  of the  Common  Shares and  Warrant  Shares.  Upon the  request of any
Holder,  the Company shall deliver to such Holder a written  certification  of a
duly authorized officer as to whether it has complied with such requirements.

     7.   MISCELLANEOUS.

          (a) REMEDIES.  In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

          (b) NO  INCONSISTENT  AGREEMENTS.  Neither  the Company nor any of its
Subsidiaries  has, as of the date hereof,  entered into and currently in effect,
nor shall the Company or any of its  Subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise  conflicts  with the  provisions  hereof.  Except as  disclosed in the
Purchase  Agreement,  neither  the  Company  nor  any  of its  subsidiaries  has
previously  entered  into  any  agreement   currently  in  effect  granting  any
registration rights with respect to any of its securities to any Person. Without
limiting the  generality of the  foregoing,  without the written  consent of the
Holders  of a  majority  of the then  outstanding  Registrable  Securities,  the
Company  shall not grant to any  Person  the right to  request  the  Company  to
register  any  securities  of the Company  under the  Securities  Act unless the
rights so granted are subject in all respects to the prior rights in full of the
Holders set forth herein,  and are not otherwise in conflict with the provisions
of this Agreement.

                                       13
<PAGE>

          (c) NO PIGGYBACK ON REGISTRATIONS.  Neither the Company nor any of its
security  holders (other than the Holders in such capacity  pursuant hereto) may
include securities of the Company in the Registration Statement, and the Company
shall not after the date hereof enter into any agreement providing such right to
any of its  security  holders,  unless  the right so  granted  is subject in all
respects to the prior rights in full of the Holders set forth herein, and is not
otherwise in conflict with the provisions of this Agreement.

          (d)  PIGGY-BACK  REGISTRATIONS.  If at any time  when  there is not an
effective  Registration  Statement  covering  (i) Common  Shares or (ii) Warrant
Shares,  the Company shall  determine to prepare and file with the  Commission a
registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or its then equivalents  relating to equity  securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans, the Company shall send to each holder of Registrable  Securities  written
notice  of such  determination  and,  if within 30 days  after  receipt  of such
notice, any such holder shall so request in writing (which request shall specify
the  Registrable  Securities  intended to be disposed  of by the  Holders),  the
Company will cause the registration  under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the holder, to
the extent requisite to permit the disposition of the Registrable  Securities so
to be  registered,  provided that if at any time after giving  written notice of
its intention to register any  securities and prior to the effective date of the
registration  statement filed in connection with such registration,  the Company
shall determine for any reason not to register or to delay  registration of such
securities,  the  Company  may, at its  election,  give  written  notice of such
determination to such holder and, thereupon,  (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such  registration (but not from its obligation to
pay expenses in  accordance  with  Section 4 hereof),  and (ii) in the case of a
determination to delay registering,  shall be permitted to delay registering any
Registrable  Securities being  registered  pursuant to this Section 7(d) for the
same period as the delay in registering such other securities. The Company shall
include  in such  registration  statement  all or any  part of such  Registrable
Securities such holder requests to be registered;  PROVIDED,  HOWEVER,  that the
Company shall not be required to register any Registrable Securities pursuant to
this  Section  7(d) that are  eligible  for sale  pursuant to Rule 144(k) of the
Securities Act. In the case of an underwritten  public offering,  if the Company
after  consultation with the managing  underwriter  should reasonably  determine
that the inclusion of such Registrable  Securities  would  materially  adversely
affect the offering  contemplated in such registration  statement,  and based on
such determination  recommends inclusion in such registration statement of fewer
or none of the  Registrable  Securities  of the Holders,  then (x) the number of
Registrable  Securities of the Holders included in such  registration  statement
shall  be  reduced  pro-rata  among  such  Holders  (based  upon the  number  of
Registrable  Securities  requested to be included in the  registration),  if the
Company after consultation with the  underwriter(s)  recommends the inclusion of
fewer Registrable  Securities,  or (y) none of the Registrable Securities of the
Holders shall be included in such registration  statement,  if the Company after
consultation  with the  underwriter(s)  recommends the inclusion of none of such
Registrable Securities;  PROVIDED, HOWEVER, that if securities are being offered


                                       14
<PAGE>

for the  account  of other  persons or  entities  as well as the  Company,  such
reduction  shall not represent a greater  fraction of the number of  Registrable
Securities  intended to be offered by the Holders  than the  fraction of similar
reductions imposed on such other persons or entities (other than the Company).

          (e)  FAILURE TO FILE  REGISTRATION  STATEMENT  AND OTHER  EVENTS.  The
Company  and the  Holders  agree that the  Holders  will  suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner  contemplated  herein during the Effectiveness  Period.
The  Company  and the  Holders  further  agree that it would not be  feasible to
ascertain  the extent of such damages with  precision.  Accordingly,  if (i) the
Registration  Statement is not filed on or prior to the Filing  Date,  or is not
declared  effective by the Commission on or prior to the Effectiveness  Date (or
in the event an  additional  Registration  Statement is filed because the actual
number of Common  Shares and  Warrant  Shares,  exceeds  the number of shares of
Common Stock initially registered is not filed and declared effective within the
time periods set forth in Section 2(a)), or (ii) the  Registration  Statement is
filed with and declared  effective by the Commission but thereafter ceases to be
effective as to all  Registrable  Securities at any time prior to the expiration
of the Effectiveness Period, without being succeeded immediately by a subsequent
Registration  Statement filed with and declared effective by the Commission,  or
(iii) the Common Stock is delisted  from  Nasdaq,  or (iv) trading in the Common
Stock is  suspended  from Nasdaq and the  over-the-counter  electronic  bulletin
board  (OTC) for any reason  for more than five (5)  Business  Days,  or (v) the
exercise  rights of the Holders in regard to the Warrants are  suspended for any
reason, or (vi) the Company breaches in a material respect any covenant or other
material term or condition to this Agreement, the Purchase Agreement (other than
a  representation  or  warranty  contained  therein)  or  any  other  agreement,
document,  certificate  or other  instrument  delivered in  connection  with the
transactions  contemplated  hereby and thereby,  and such breach continues for a
period of 30 days after  written  notice  thereof to the  Company,  or (vii) the
Company has breached  Section 3(n) of this Agreement (any such failure or breach
being  referred to as an "EVENT"),  the Company  shall pay in cash as liquidated
damages for such  failure and not as a penalty to each Holder an amount equal to
two percent (2%) of such  Holder's pro rata share of the purchase  price paid by
all Holders for the Preferred Stock purchased pursuant to the Purchase Agreement
for each 30 day period until the applicable Event has been cured, which shall be
pro rated for such periods less than 30 days (the "PERIODIC  Amount").  Payments
to be made  pursuant to this Section  7(e) shall be due and payable  immediately
upon demand in  immediately  available  cash funds.  The parties  agree that the
Periodic Amount represents a reasonable  estimate on the part of the parties, as
of the date of this Agreement,  of the amount of damages that may be incurred by
the Holders if the Registration Statement is not filed on or prior to the Filing
Date or has not been  declared  effective by the  Commission  on or prior to the
Effectiveness Date and maintained in the manner  contemplated  herein during the
Effectiveness  Period or if any other Event as  described  herein has  occurred.
Amounts  payable  under this  Section  7(e) shall be in  addition to any amounts
payable under Section 2(b).

          (f)  SPECIFIC ENFORCEMENT, CONSENT TO JURISDICTION.

               (i) The  Company  and the  Holders  acknowledge  and  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement or the Purchase  Agreement were not performed in accordance with their


                                       15
<PAGE>

specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be entitled to an injunction  or  injunctions  to prevent or cure
breaches of the  provisions of this  Agreement or the Purchase  Agreement and to
enforce  specifically the terms and provisions hereof or thereof,  this being in
addition  to any other  remedy to which  any of them may be  entitled  by law or
equity.

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

          (g)  AMENDMENTS  AND  WAIVERS.   The  provisions  of  this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and each of the Holders.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the  rights of certain  Holders  and that does not  directly  or
indirectly  affect  the  rights of other  Holders  may be given by Holders of at
least a majority of the  Registrable  Securities to which such waiver or consent
relates;  PROVIDED,  HOWEVER,  that the  provisions  of this sentence may not be
amended,  modified,  or supplemented except in accordance with the provisions of
the immediately preceding sentence.

          (h)  NOTICES.   Any  and  all  notices  or  other   communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and shall be deemed to have been  delivered:  (i) upon receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  Business  Day after  deposit  with a  nationally
recognized over night delivery service,  in each case properly  addressed to the
party to receive the same. The addresses for such  communications  shall be with
respect to each  Holder at its  address  set forth  under its name on Schedule 1
attached hereto, or with respect to the Company, addressed to:

                  Company Info:     SkyMall, Inc.
                                    Attn: General Counsel
                                    1520 E. Pima Street
                                    Phoenix, Arizona 85034


                                       16
<PAGE>

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Copies of notices to the Issuer  shall also be sent to Squire,
Sanders & Dempsey L.L.P., Two Renaissance Square, 40 North Central Avenue, Suite
2700,  Phoenix,  Arizona 85004. Copies of notices to any Holder shall be sent to
the addresses listed on Schedule 1 attached hereto, if applicable.

          (i) SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of each Holder and its  successors  and  assigns.
The Company may not assign this  Agreement  or any of its rights or  obligations
hereunder  without the prior  written  consent of each  Holder.  Each Holder may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.

          (j)  ASSIGNMENT  OF  REGISTRATION  RIGHTS.  The rights of each  Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable by each Holder to any transferee of such Holder of all
or a portion  of the  shares of the  Registrable  Securities  if: (i) the Holder
agrees in writing with the  transferee or assignee to assign such rights,  and a
copy of such  agreement  is furnished  to the Company  within a reasonable  time
after such assignment,  (ii) the Company is, within a reasonable time after such
transfer  or  assignment,  furnished  with  written  notice  of (a) the name and
address of such  transferee or assignee,  and (b) the securities with respect to
which  such  registration  rights  are  being  transferred  or  assigned,  (iii)
following such transfer or assignment the further disposition of such securities
by the  transferee  or  assignees is  restricted  under the  Securities  Act and
applicable  state  securities  laws,  (iv) at or  before  the time  the  Company
receives the written  notice  contemplated  by clause (ii) of this Section 7(j),
the transferee or assignee agrees in writing with the Company to be bound by all
of the provisions of this Agreement,  and (v) such transfer shall have been made
in accordance  with the applicable  requirements of the Purchase  Agreement.  In
addition, each Holder shall have the right to assign its rights hereunder to any
other Person with the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  The  rights to  assignment  shall  apply to the
Holders (and to subsequent) successors and assigns.

          (k)  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

          (l) GOVERNING LAW. This  Agreement  shall be governed by and construed
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
principles of conflicts of law thereof.

          (m) CUMULATIVE  REMEDIES.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.


                                       17
<PAGE>

          (n) SEVERABILITY.  If any term, provision,  covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  DECLARED  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

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

          (p)  SHARES  HELD BY THE  COMPANY  AND ITS  AFFILIATES.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such Registrable Securities and/or membership on the Company's Board
of  Directors)  shall not be  counted in  determining  whether  such  consent or
approval was given by the Holders of such required percentage.

          (q)  NOTICE  OF  EFFECTIVENESS.  As  promptly  as  possible  after the
Registration  Statement  which  includes the  Registrable  Securities is ordered
effective by the  Commission,  the Company shall deliver,  and shall cause legal
counsel for the Company to deliver,  to the transfer agent for such  Registrable
Securities (with copies to the Holders whose Registrable Securities are included
in such  Registration  Statement  and  Special  Counsel)  confirmation  that the
Registration Statement has been declared effective by the Commission in the form
attached hereto as EXHIBIT A.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       18
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed by their respective  authorized  persons as of the
date first indicated above.


                                     SKYMALL, INC.


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


                                     INVESTOR:


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


                                     INVESTOR:


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

                                     INVESTOR:


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



                                       19
<PAGE>

                                    EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER AGENT]
ATTN:

          RE: COMPANY

Ladies and Gentlemen:

     We are  counsel to SkyMall,  Inc.,  a company  incorporated  in Nevada (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Stock and Warrant Purchase Agreement (the "PURCHASE  AGREEMENT") entered into by
and among  the  Company  and the  investors  named  therein  (collectively,  the
"INVESTORS") pursuant to which the Company issued to the Investors (i) shares of
its Series B Junior Convertible  Preferred Stock, par value $.001 per share (the
"PREFERRED  SHARES"),  and (ii) warrants to purchase  shares of the Common Stock
(the  "WARRANTS").  Pursuant  to the  Purchase  Agreement,  the Company has also
entered into a Registration Rights Agreement with the Holders (the "REGISTRATION
RIGHTS AGREEMENT")  pursuant to which the Company agreed, among other things, to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement),  including the shares of Common Stock  issuable  upon  conversion or
exercise of the  Preferred  Shares and  Warrants,  as the case may be, under the
Securities  Act of 1933,  as amended (the "1933 ACT").  In  connection  with the
Company's  obligations under the Registration Rights Agreement,  on ____________
___,  2000,  the Company  filed a  Registration  Statement on Form S-3 (File No.
333-_____________)  (the  "REGISTRATION  STATEMENT")  with  the  Securities  and
Exchange  Commission (the "SEC") relating to the  Registrable  Securities  which
names each of the Investors as a selling stockholder thereunder.

     In connection with the foregoing,  we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the 1933 Act at  [ENTER  TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,  after
telephonic  inquiry  of a  member  of the  SEC's  staff,  that  any  stop  order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                         Very truly yours,

                                         [COMPANY'S COUNSEL]

                                         By:

cc:      [LIST NAMES OF HOLDERS AND SPECIAL COUNSEL]