Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT  ("Agreement")  dated as of June 30, 2000, between
SkyMall,  Inc., a Nevada corporation (the "Company"),  and each person or entity
who executes a counterpart  signature page to this Agreement and is listed as an
investor  on  SCHEDULE  I  attached  to this  Agreement  (each  individually  an
"Investor" and collectively the "Investors").

                              W I T N E S S E T H:

     WHEREAS,  the Company desires to sell and issue to the Investors  listed on
SCHEDULE I, and the  Investors  listed on SCHEDULE I desire to purchase from the
Company, up to an aggregate of 2,483,000 shares of Common Stock, par value $.001
per share (the "Common Stock"); and

     WHEREAS, pursuant to the terms of the Registration Rights Agreement,  dated
as of the date hereof (the  "Registration  Rights  Agreement"),  the Company has
granted the Investors  registration  rights with respect to the shares of Common
Stock purchased hereunder pursuant to the terms thereof;

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     CERTAIN DEFINITIONS.  As used in this Agreement,  the following terms shall
have the following respective meanings:

     "Closing" and "Closing Date" shall have the meanings ascribed to such terms
in Section 1.3 herein.

     "Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Holder"   and   "Holders"   shall   include  an  Investor  or   Investors,
respectively,  and any transferee of the shares of Common Stock,  or Registrable
Securities (as defined in the Registration Rights Agreement) which have not been
sold to the public to whom the registration rights conferred by the Registration
Rights Agreement have been transferred in compliance thereof.

     "Regulation  D" shall mean  Regulation  D as  promulgated  pursuant  to the
Securities Act, and as subsequently amended.

     "Securities" shall mean the shares of Common Stock.

     "Securities  Act" or "Act"  shall  mean  the  Securities  Act of  1933,  as
amended.


<PAGE>

                                    ARTICLE I

                         PURCHASE AND SALE OF THE STOCK

     Section 1.1 PURCHASE AND SALE. Upon the following terms and conditions, the
Company  shall issue and sell to each  Investor  listed on SCHEDULE I severally,
and each  Investor  listed on  SCHEDULE  I  severally  shall  purchase  from the
Company,  the number of shares of Common Stock indicated next to such Investor's
name on SCHEDULE I attached hereto.

     Section 1.2 PURCHASE PRICE.  The per share purchase price for the shares of
Common Stock shall be $2.00 per share (the "Common Stock Purchase Price").

     Section 1.3 THE  CLOSING.  (a) The closing of the  purchase and sale of the
Common  Stock (the  "Closing"),  shall take place by facsimile  transmission  of
signature  pages  to  each of the  documents  contemplated  by  this  Agreement,
following acceptance by the Company of subscriptions for shares of Common Stock,
which  acceptance  shall not occur until the  conditions  set forth in Article V
hereof shall be fulfilled or waived in  accordance  herewith.  The date on which
the Closing occurs is referred to herein as the "Closing Date."

     (b) On the  Closing  Date,  the  Company  shall  deliver  to each  Investor
certificates   (with  the  number  of  and  denomination  of  such  certificates
reasonably  requested by such Investor)  representing the Common Stock purchased
hereunder  by such  Investor  registered  in the  name of such  Investor  or its
nominee or deposit such Common Stock into accounts  designated by such Investor,
and such Investor shall deliver to the Company the purchase price for the Common
Stock  purchased  by such  Investor  hereunder by wire  transfer in  immediately
available  funds to an account  designated  in writing on the Closing  Date.  In
addition,  each party shall  deliver all  documents,  instruments  and  writings
required to be delivered by such party pursuant to this Agreement at or prior to
the Closing Date.

     (c) On the Closing Date, the Company shall enter into a Registration Rights
Agreement with each Investor in the Form of EXHIBIT A attached hereto.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company
hereby  makes  the  following  representations  and  warranties  to  each of the
Investors from and as of the date hereof through the Closing Date:

     (a) ORGANIZATION AND  QUALIFICATION;  MATERIAL ADVERSE EFFECT.  The Company
owns 100% of the outstanding  capital stock of each of Durham & Company,  a Utah
corporation,  Disc Publishing,  Inc., a Utah corporation,  skymall.com,  inc., a
Nevada corporation,  SkyMall Ventures,  Inc., a Nevada corporation,  and SkyMall
Media Ventures, a Nevada corporation (collectively, the "Subsidiaries"), in each
case free and clear of all liens, pledges,  charges,  claims, security interests
or other  encumbrances,  with the exception of SkyMall Media  Ventures  Inc., in


                                       2
<PAGE>

which MRT  Technology,  LLC, a subsidiary of Ritek  Corporation,  has a right to
obtain up to thirty percent (30%) of the equity of SkyMall Media Ventures,  Inc.
in  exchange  for an  in-kind  contribution  of optical  media to SkyMall  Media
Ventures,  Inc.'s disc program. Other than the Subsidiaries,  there are no other
corporations  or  other  entities  (including  partnerships,  limited  liability
companies and joint  ventures) in which the Company  directly or indirectly owns
at least a majority of the voting power  represented by the outstanding  capital
stock or other voting securities or interests having voting power under ordinary
circumstances  to elect a majority of the  directors  or similar  members of the
governing  body, or otherwise to direct the  management  and  policies,  of such
corporation or entity. Each of the Company and its Subsidiaries is a corporation
duly  incorporated  and validly  existing and in good standing under the laws of
its  respective   jurisdiction  of   incorporation   and  the  Company  and  the
Subsidiaries  each have the requisite  corporate power to own its properties and
to carry on its  business as now being  conducted.  Each of the Company and each
Subsidiary is duly  qualified as a foreign  corporation to do business and is in
good  standing  in  every  jurisdiction  in which  the  nature  of the  business
conducted or property owned by it makes such qualification  necessary other than
those in which the  failure so to  qualify  would  not,  individually  or in the
aggregate,  have a Material Adverse Effect.  "Material Adverse Effect" means any
adverse effect on the business, operations,  properties, prospects, or financial
condition  of the  entity  with  respect to which such term is used and which is
material to such entity and other  entities  controlling  or  controlled by such
entity,  taken as a whole,  and any material  adverse effect on the transactions
contemplated under the Agreement or any other agreement or document contemplated
hereby.

     (b) AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite corporate
power  and  authority  to  enter  into  and  perform  this   Agreement  and  the
Registration Rights Agreement and to issue the Securities in accordance with the
terms  hereof,  (ii)  the  execution  and  delivery  of this  Agreement  and the
Registration  Rights  Agreement by the Company and the consummation by it of the
transactions  contemplated  hereby and  thereby,  including  the issuance of the
Common  Stock in  accordance  with the  terms of this  Agreement  have been duly
authorized  by all  necessary  corporate  action,  and  no  further  consent  or
authorization  of the  Company  or its Board of  Directors  or  stockholders  is
required, (iii) each of this Agreement and the Registration Rights Agreement has
been duly executed and delivered by the Company, and (iv) each of this Agreement
and  the  Registration  Rights  Agreement  constitutes  the  valid  and  binding
obligation of the Company enforceable against the Company in accordance with its
terms.

     (c) CAPITALIZATION. The authorized capital stock of the Company consists of
50,000,000  shares of Common Stock and  10,000,000  shares of  preferred  stock;
without  giving effect to this offering,  there are 13,334,420  shares of Common
Stock  issued  and  outstanding,  respectively.  No shares  of  Common  Stock or
preferred stock are entitled to preemptive  rights or registration  rights;  and
without giving effect to this offering,  there are outstanding options for up to
1,875,000  shares of Common Stock and outstanding  warrants for 2,209,460 shares
of Common Stock.  Except as disclosed in the prior sentence and as  contemplated
by this  Agreement,  and the Common Stock Purchase Rights issued pursuant to the
Rights  Agreement,  dated as of  September  15,  1999,  between  the Company and
Continental Stock Transfer & Trust Company,  as Rights Agent, there are no other
scrip, rights to subscribe for, calls or commitments of any character whatsoever
relating to, or securities  or rights  exchangeable  or  convertible  into,  any
shares of capital stock of the Company or any of the Subsidiaries, or contracts,
commitments,  understandings  or arrangements by which the Company or any of the


                                       3
<PAGE>

Subsidiaries is or may become bound to issue additional  shares of capital stock
of the Company or any of the Subsidiaries or options, warrants, scrip, rights to
subscribe for, or commitments to purchase or acquire,  any shares, or securities
or rights convertible into shares, of capital stock of the Company or any of the
Subsidiaries.

     (d)  ISSUANCE OF COMMON  STOCK.  The Common  Stock is duly  authorized  and
validly  issued,  fully paid and  non-assessable,  free and clear of any and all
liens,  claims and  encumbrances,  and the holders of such Common Stock shall be
entitled to all rights and preferences accorded to a holder of Common Stock. The
outstanding  shares of Common  Stock are  currently  listed on the Nasdaq  Stock
Market ("Nasdaq").

     (e) NO CONFLICTS. The execution, delivery and performance of this Agreement
and the Registration Rights Agreement by the Company and the consummation by the
Company of the transactions  contemplated hereby and thereby do not and will not
(i)  result in a  violation  of the  charter  or Bylaws  of the  Company  or any
Subsidiary  or (ii)  conflict  with,  or constitute a default (or an event which
with notice or lapse of time or both would become a default)  under,  or give to
others any rights of termination,  amendment,  acceleration or cancellation  of,
any  agreement,  indenture,  patent,  patent  license or instrument to which the
Company or any  Subsidiary is a party,  or result in a violation of any Federal,
state,  local or  foreign  law,  rule,  regulation,  order,  judgment  or decree
(including Federal and state securities laws and regulations)  applicable to the
Company or any  Subsidiary  or by which any  property or asset of the Company or
any  Subsidiary  is bound or  affected  (except  for such  conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect); provided
that, for purposes of such representation as to Federal, state, local or foreign
law, rule or regulation, no representation is made herein with respect to any of
the same  applicable  solely  to the  Investors  and not to the  Company  or any
Subsidiary.  Neither the business of the Company nor of any  Subsidiary has been
or is being  conducted in violation of any law,  ordinance or  regulation of any
governmental  entity,  except  for  violations  which  either  singly  or in the
aggregate do not and will not have a Material Adverse Effect. The Company is not
required  under  Federal,  state,  local or foreign law,  rule or  regulation to
obtain  any  consent,  authorization  or  order  of,  or to make any  filing  or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of its obligations under this Agreement, the Registration
Rights  Agreement,  or issue and sell the Common  Stock in  accordance  with the
terms  hereof,  except  for  the  registration  provisions  provided  for in the
Registration Rights Agreement, provided that, for purposes of the representation
made in this sentence,  the Company is assuming and relying upon the accuracy of
the relevant representations and agreements of the Investors herein.

     (f) SEC DOCUMENTS; FINANCIAL STATEMENTS. The Common Stock of the Company is
registered  pursuant to Section  12(g) of the  Exchange  Act and the Company has
timely filed all  reports,  schedules,  forms,  statements  and other  documents
required  to be  filed  by it with  the  Commission  pursuant  to the  reporting
requirements of the Exchange Act,  including  material filed pursuant to Section
13(a)  or  15(d),  in  addition  to  one or  more  registration  statements  and
amendments  thereto  heretofore filed by the Company with the Commission (all of
the foregoing including filings incorporated by reference therein being referred
to herein as the "SEC  Documents").  The Company has delivered or made available
to the  Investors  true and  complete  copies of all SEC  Documents  (including,
without   limitation,   proxy   information  and   solicitation   materials  and


                                       4
<PAGE>

registration  statements) filed with the Commission since September 30, 1998. As
of their respective dates, the SEC Documents (as amended by any amendments filed
prior to the date of this  Agreement)  complied or will  comply in all  material
respects with the  requirements  of the  Securities  Act or the Exchange Act, as
applicable,  and  the  rules  and  regulations  of  the  Commission  promulgated
thereunder  and  other  Federal,  state and local  laws,  rules and  regulations
applicable to such SEC  Documents,  and none of the SEC  Documents  contained or
will  contain  any untrue  statement  of a  material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
applied on a consistent  basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of  unaudited  interim  statements,  to the extent they may not include
footnotes or may be condensed or summary  statements)  and fairly present in all
material respects the financial  position of the Company as of the dates thereof
and the  results  of  operations  and cash  flows  for the  periods  then  ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).

     (g) PRINCIPAL  EXCHANGE/MARKET.  The  principal  market on which the Common
Stock is currently traded is Nasdaq.

     (h) NO MATERIAL  ADVERSE  CHANGE.  Since March 31,  2000,  the date through
which the most  recent  quarterly  report of the  Company  on Form 10-Q has been
prepared and filed with the  Commission,  a copy of which is included in the SEC
Documents,  no event which,  individually  or in the aggregate,  when considered
with any other  event,  had or is likely to have a Material  Adverse  Effect has
occurred or exists  with  respect to the  Company or any  Subsidiary,  except as
otherwise  disclosed  or  reflected  in press  releases  or other SEC  Documents
prepared  through or as of a date  subsequent to March 31, 2000, and provided to
the Investors prior to the date hereof.

     (i) NO UNDISCLOSED LIABILITIES.  Neither the Company nor any Subsidiary has
any  liabilities or obligations  not disclosed in the SEC Documents,  other than
those  liabilities  incurred in the ordinary  course of its respective  business
since March 31, 2000, or  liabilities  or  obligations,  individually  or in the
aggregate,  which do not or would  not have a  Material  Adverse  Effect  on the
Company or the Subsidiaries, taken as a whole.

     (k) NO GENERAL  SOLICITATION.  None of the Company, the Subsidiaries or, to
the Company's knowledge, any of their respective affiliates or any person acting
on its or their  behalf  has  engaged  in any form of  general  solicitation  or
general  advertising (within the meaning of Regulation D) in connection with the
offer or sale of the Securities.

     (l) NO INTEGRATED OFFERING.  None of the Company, the Subsidiaries,  or, to
the  Company's  knowledge,  any of their  respective  affiliates,  or any person
acting on its or their behalf has,  directly or  indirectly,  made any offers or
sales of any  security  or  solicited  any  offers  to buy any  security,  under
circumstances that would require registration of any of the Securities.


                                       5
<PAGE>

     (m) INTELLECTUAL  PROPERTY.  Each of the Company and the Subsidiaries owns,
or has legal and valid rights by license,  lease, or other agreement to use, all
trademarks,  trade names,  service marks,  Internet domain names, logos, assumed
names,  copyrights,  patents,  trade  secrets,  software,  databases  and names,
likenesses and other information  concerning real persons, and all registrations
and applications  therefor  (collectively,  the "Intellectual  Property Rights")
which are used or are needed to conduct  its  respective  business  as it is now
being  conducted  or as  proposed  to be  conducted  as  disclosed  in  the  SEC
Documents.  The Company has no reason to believe that the Intellectual  Property
Rights  owned or used by the Company or any of its  Subsidiaries  are invalid or
unenforceable  or that  the  use of such  Intellectual  Property  Rights  by the
Company or the  Subsidiaries  infringes  upon or conflicts with any right of any
third party,  and neither the Company nor any  Subsidiary has any knowledge of a
basis  for such  claim  or has  received  notice  of any  such  infringement  or
conflict. The Company has no knowledge of any infringement or other violation of
the  Company's or any  Subsidiary's  Intellectual  Property  Rights by any third
party. All  registrations  and applications for material  Intellectual  Property
Rights owned by the Company or its  Subsidiaries  are valid and subsisting,  and
standing in the record ownership of the Company or its  Subsidiaries.  There are
no settlements,  consents, agreements to forebear or other similar agreements or
arrangements  to which the  Company or any of its  Subsidiaries  is bound  which
materially  affects its rights to own, use or enforce any Intellectual  Property
Rights.

     (n) NO  LITIGATION.  Except as set forth in the SEC Documents  delivered to
the Investors, no litigation or claim (including those for unpaid taxes) against
the  Company  or any  Subsidiary  is  pending  or, to the  Company's  knowledge,
threatened, and no other event has occurred, which if determined adversely would
have a Material  Adverse  Effect on the  Company or any  Subsidiary,  taken as a
whole,  or would  materially  adversely  effect  the  transactions  contemplated
hereby.  The legal  proceedings  described in the SEC Documents will not have an
effect on the  transactions  contemplated  hereby,  and will not have a Material
Adverse Effect on the Company or the Subsidiaries, taken as a whole.

     (o)  BROKERS.  Except for  Schneider  Securities  and Genesis  Select,  the
Company  has taken no action  which  would give rise to any claim by any person,
for brokerage  commissions,  finder's fees, advisory fees or similar payments by
the Company relating to this Agreement, the Registration Rights Agreement or the
transactions  contemplated  hereby or thereby.  Except as provided  herein,  the
Company has taken no action which would give rise to any claim by any person for
brokerage  commissions,  finder's  fees  or  similar  payments  by any  Investor
relating  to  this  Agreement,   the   Registration   Rights  Agreement  or  the
transactions contemplated hereby or thereby.

     (p) FORMS S-3. The Company is eligible to file a Registration  Statement on
Form S-3  under the Act and the rules  promulgated  thereunder,  and Form S-3 is
permitted  to be  used  for  the  transactions  contemplated  hereby  and by the
Registration   Rights  Agreement  under  the  Act  and  the  rules   promulgated
thereunder.

     Section 2.2  REPRESENTATIONS  AND WARRANTIES OF THE INVESTORS.  Each of the
Investors, severally and not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof and on the Closing Date:


                                       6
<PAGE>

     (a) AUTHORIZATION;  ENFORCEMENT.  (i) Such Investor has the requisite power
and  authority,  or the legal  capacity,  as the case may be, to enter  into and
perform  this  Agreement  and to  purchase  the  Securities  being  sold to such
Investor  hereunder,  (ii) the execution and delivery of this  Agreement by such
Investor and the consummation by it of the transactions contemplated hereby have
been duly  authorized  by all  necessary  corporate or  partnership  action,  as
required,  and (iii) this Agreement constitutes the valid and binding obligation
of such Investor  enforceable  against such  Investor in  accordance  its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting  generally the enforcement of creditors'  rights and remedies or by
other equitable principles of general application.

     (b) NO CONFLICTS. The execution, delivery and performance of this Agreement
and the consummation by such Investor of the transactions contemplated hereby do
not and will not (i) result in a  violation  of such  Investor's  organizational
documents,  or (ii) conflict  with any  agreement,  indenture,  or instrument to
which such Investor is a party, or (iii) result in a violation of any law, rule,
or  regulation  or any order,  judgment  or decree of any court or  governmental
agency applicable to such Investor.  Such Investor is not required to obtain any
consent or authorization  of any governmental  agency in order for it to perform
its obligations under this Agreement.

     (c) INVESTMENT  REPRESENTATION.  Such Investor is purchasing the securities
purchased  hereunder for its own account and not with a view to  distribution in
violation of any securities laws. Such Investor has no present intention to sell
the securities  purchased hereunder and such Investor has no present arrangement
(whether or not legally binding) to sell the Securities  purchased  hereunder to
or through any person or entity; provided,  however, that by the representations
herein,  such  Investor  does not  agree to hold any of the  Securities  for any
minimum or other  specific  term and reserves the right to dispose of any of the
Securities  at any time in  accordance  with Federal and state  securities  laws
applicable to such disposition.

     (d)  ACCREDITED  INVESTOR.  Such  Investor is an  "accredited  investor" as
defined in Rule 501  promulgated  under the Act. The Investor has such knowledge
and experience in financial and business  matters in general and  investments in
particular, so that such Investor is able to evaluate the merits and risks of an
investment  in the  securities  purchased  hereunder  and  to  protect  its  own
interests in connection with such investment.  In addition (but without limiting
the effect of the Company's  representations  and warranties  contained herein),
such  Investor  has  received  such  information  as it  considers  necessary or
appropriate for deciding whether to purchase the Securities purchased hereunder.

     (e) RULE 144. Such  Investor  understands  that there is no public  trading
market for the Common  Stock,  that none is expected  to  develop,  and that the
Common Stock must be held  indefinitely  unless such  securities  are registered
under the Act or an exemption from registration is available.  Such Investor has
been advised or is aware of the  provisions  of Rule 144  promulgated  under the
Act.

     (f) BROKERS. Such Investor has taken no action which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments
by the  Company  relating to this  Agreement  or the  transactions  contemplated
hereby.


                                       7
<PAGE>

     (g)  RELIANCE BY THE COMPANY.  Such  Investor  understands  that the Common
Stock is being offered and sold in reliance on a  transactional  exemption  from
the registration  requirements of Federal and state securities laws and that the
Company  is  relying  upon  the  truth  and  accuracy  of  the  representations,
warranties, agreements,  acknowledgments and understandings of such Investor set
forth herein in order to determine the  applicability of such exemptions and the
suitability of such Investor to acquire the Securities.

                                   ARTICLE III

                                    COVENANTS

     Section 3.1 REPLACEMENT CERTIFICATES.  The certificate(s)  representing the
shares of Common Stock held by any Investor (or then holder) may be exchanged by
such  Investor  (or  such  holder)  at any  time  and  from  time  to  time  for
certificates with different denominations representing an equal number of shares
of Common Stock,  as the case may be, as  reasonably  requested by such Investor
(or such holder) upon  surrendering the same. No service charge will be made for
such registration, transfer or exchange.

     Section 3.2 SECURITIES COMPLIANCE.  The Company shall notify the Commission
and  Nasdaq,  in  accordance  with  their  requirements,   of  the  transactions
contemplated  by this  Agreement and shall take all other  necessary  action and
proceedings  as may be  required  and  permitted  by  applicable  law,  rule and
regulation, for the legal and valid issuance of the Securities.

     Section 3.3  NOTICES.  The Company  agrees to provide all holders of Common
Stock with copies of all notices and information, including, without limitation,
notices and proxy statements in connection with any meetings,  that are provided
to the holders of shares of Common Stock, contemporaneously with the delivery of
such notices or information to such Common Stock holders.

     Section 3.4 NO  IMPAIRMENT.  The  Company  will not,  by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms to be  observed  or  performed  by it under  this  Agreement  and the
Registration Rights Agreement, but will at all times in good faith assist in the
carrying out of all the provisions of such agreements and instruments.



                                       8
<PAGE>

                                   ARTICLE IV

                                   CONDITIONS

     Section 4.1 CONDITIONS  PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE
AND SELL THE Stock.  The  obligation  hereunder of the Company to issue and sell
the Common Stock to the Investors is subject to the  satisfaction,  at or before
the Closing Date, of each of the  conditions set forth below.  These  conditions
are for the Company's  sole benefit and may be waived by the Company at any time
in its sole discretion.

     (a)  ACCURACY  OF  THE  INVESTORS'   REPRESENTATIONS  AND  WARRANTIES.  The
representations and warranties of each Investor shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular date, which shall be true and correct in all material  respects as of
such other date).

     (b)  PERFORMANCE BY THE  INVESTORS.  Each Investor shall have performed all
agreements  and  satisfied  all  conditions  required  hereby to be performed or
satisfied by such Investor at or prior to the Closing Date.

     (c) NO INJUNCTION.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this Agreement.

     Section 4.2  CONDITIONS  PRECEDENT TO THE  OBLIGATION  OF THE  INVESTORS TO
PURCHASE THE STOCK. The obligation hereunder of each Investor to acquire and pay
for the Common  Stock is subject to the  satisfaction,  at or before the Closing
Date, of each of the conditions set forth below.  These  conditions are for each
Investor's  sole  benefit and may be waived by each  Investor at any time in its
sole discretion.

     (a)  ACCURACY  OF  THE  COMPANY'S   REPRESENTATIONS  AND  WARRANTIES.   The
representations  and  warranties of the Company shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular  date which shall be true and correct in all material  respects as of
such other date),  and except that all  representations  and warranties  that by
their  terms are  qualified  by  reference  to  "materiality"  or to a "Material
Adverse Effect" shall be, or have been, true and correct in all respects.

     (b)  PERFORMANCE  BY THE  COMPANY.  The Company  shall have  performed  all
agreements and satisfied all conditions required to be performed or satisfied by
the Company at or prior to the Closing Date.

     (c)  NASDAQ.  From the date  hereof to the  Closing  Date,  trading  in the
Company's Common Stock shall not have been suspended by the Commission or Nasdaq
(except for one day suspensions  relating to material business  announcements by
the Company) and trading in  securities  generally as reported by Nasdaq,  shall


                                       9
<PAGE>

not have been  suspended  or limited,  and the Common  Stock shall not have been
delisted from any exchange or market where it is currently listed.

     (d) NO INJUNCTION.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental authority or competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this Agreement.

     (e)  OPINION OF  COUNSEL.  At the  Closing  Date the  Investors  shall have
received an opinion of counsel to the Company in substantially the form attached
hereto as EXHIBIT B and such other opinions,  certificates  and documents as the
Investors or their counsel shall reasonably require incident to the Closing.

     (f)  SECRETARY'S  CERTIFICATE.  The  Company  shall have  delivered  to the
Investors a certificate  in form and substance  reasonably  satisfactory  to the
Investors, executed by the Secretary or an Assistant Secretary of the Company on
behalf  of the  Company,  certifying  as to  the  satisfaction  of  all  closing
conditions,  incumbency of signing officers,  charter, Bylaws, good standing and
authorizing resolutions of the Company.

                                    ARTICLE V

                                LEGEND AND STOCK

     Each  certificate  representing  the  Common  Stock  shall  be  stamped  or
otherwise imprinted with a legend substantially in the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (I)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE  SECURITIES  ACT,  BUT ONLY UPON A HOLDER  HEREOF  FIRST
HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE
ISSUER  THAT  THE  PROPOSED   DISPOSITION  IS  CONSISTENT  WITH  ALL  APPLICABLE
PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR
SECURITIES LAW.

     The   appropriate   portions  of  the  legend  will  be  removed  from  the
certificates representing the Common Stock promptly upon delivery to the Company
of such satisfactory  evidence as may be reasonably required by the Company that
such legend is not required to ensure compliance with the Securities Act.


                                       10
<PAGE>

                                   ARTICLE VI

                                   TERMINATION

     Section 6.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
at any time  prior to the  Closing  Date by the  mutual  written  consent of the
Company and the Investors.

     Section 6.2 OTHER  TERMINATION.  This Agreement may be terminated by action
of the Board of Directors of the Company or by any of the  Investors at any time
if the Closing Date shall not have occurred by the fifth  business day following
the date of this Agreement;  provided, however, that the right to terminate this
Agreement under Section 6.2 shall not be available to any party whose failure to
fulfill any  obligation  under this Agreement has been the cause of, or resulted
in, the failure of the Closing Date to have occurred on or prior to such date.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.1 STAMP TAXES;  AGENT FEES.  The Company  shall pay all stamp and
other  taxes and duties  levied in  connection  with the  issuance of the Common
Stock pursuant hereto.

     Section 7.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

     (a) The Company and the Investors  acknowledge  and agree that  irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  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 and to enforce  specifically  the terms and  provisions  hereof,  this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity.

     (b) The Company and each of the Investors (i) hereby irrevocably submits to
the exclusive  jurisdiction of the United States  District  Court,  the New York
State courts and other courts of the United  States  sitting in New York County,
New York for the purposes of any suit,  action or  proceeding  arising out of or
relating to this Agreement and (ii) hereby  waives,  and agrees not to assert in
any such suit, action or proceeding, any claim that it is not personally subject
to the  jurisdiction  of such  court,  that the suit,  action or  proceeding  is
brought  in an  inconvenient  forum or that the  venue of the  suit,  action  or
proceeding  is  improper.  The  Company  and each of the  Investors  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.

     Section 7.3 ENTIRE AGREEMENT;  AMENDMENT.  This Agreement together with the
agreements and documents  executed in connection  herewith,  contains the entire
understanding  of the parties  with respect to the matters  covered  hereby and,


                                       11
<PAGE>

except as  specifically  set forth herein,  neither the Company nor any Investor
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment or waiver is sought.

     Section 7.4 NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

     to the Company:     SkyMall, Inc.
                         1520 East Pima Street
                         Phoenix, Arizona  85034
                         Telephone:  602-254-8620
                         Facsimile:  602-254-6544
                         Attn: Robert M. Worsley
                               Chief Executive Officer

     with copies to:     Squire, Sanders & Dempsey L.L.P.
                         Two Renaissance Square
                         40 North Central Avenue, Suite 2700
                         Phoenix, Arizona  85004-4498
                         Telephone:  602-528-4134
                         Facsimile:  602-253-8129
                         Attn:   Gregory R. Hall, Esq.

     to the Investors:   To each Investor with a copy to its counsel
                         at the addresses set forth on SCHEDULE I of
                         this Agreement.

Any party  hereto may from time to time change its address for notices by giving
at least  five (5) days  written  notice of such  changed  address  to the other
parties  hereto.  Written  confirmation of receipt (A) given by the recipient of
such  notice,  consent,  waiver  or other  communication,  (B)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above.

     Section 7.5 INDEMNITY. Each party shall indemnify, defend and hold harmless
each  other  party  against  any loss,  cost or  damages  (including  reasonable
attorney's   fees)  incurred  as  a  result  of  such  parties'  breach  of  any
representation,   warranty,   covenant  or  agreement  in  this  Agreement.  The
procedures for such indemnification shall be as set forth in Section 5(c) of the
Registration Rights Agreement.


                                       12
<PAGE>

     Section 7.6 WAIVERS.  No waiver by any party of any default with respect to
any provision,  condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provision,  condition
or requirement  hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

     Section 7.7 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.

     Section 7.8 SUCCESSORS AND ASSIGNS.  Except as otherwise  provided  herein,
this Agreement shall be binding upon and inure to the benefit of the parties and
their  successors  and  permitted  assigns.  The  parties  hereto may amend this
Agreement  without notice to or the consent of any third party.  The Company may
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior written  consent of all Investors  (which  consent may be withheld for any
reason in their sole  discretion),  except  that the  Company  may  assign  this
Agreement in connection with a merger,  consolidation,  business  combination or
the sale of all or substantially  all of its assets provided that the Company is
not released from any of its obligations  hereunder,  such successor in interest
or assignee  assumes all obligations of the Company  hereunder,  and appropriate
adjustment of the provisions  contained in this Agreement,  is made, in form and
substance satisfactory to the Investors, to place the Investors in substantially
the same position as they would have been but for such assignment.  Any Investor
may assign  this  Agreement  (in whole or in part) or any rights or  obligations
hereunder  without  the consent of the  Company in  connection  with any sale or
transfer of all or any portion of the Securities held by such Investor, provided
that no Investor may assign this Agreement prior to the Closing Date without the
Company's prior consent except to an affiliate or affiliates of such Investor.

     Section 7.9 NO THIRD PARTY  BENEFICIARIES.  This  Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

     Section  7.10  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York without regard to such state's principles of conflict of laws.

     Section  7.11  SURVIVAL.   The   representations  and  warranties  and  the
agreements and covenants of the Company and each Investor contained herein shall
survive the Closing.

     Section  7.12  EXECUTION.  This  Agreement  may be  executed in two or more
counterparts,  all of which shall be considered one and the same  agreement,  it
being understood that all parties need not sign the same counterpart.

     Section 7.13 PUBLICITY.  The Company agrees that it will not disclose,  and
will not include in any public  announcement,  the name of any Investor  without
its consent,  unless and until such  disclosure is required by law or applicable
regulation, and then only to the extent of such requirement.


                                       13
<PAGE>

     Section  7.14  SEVERABILITY.  The  parties  acknowledge  and agree that all
representations, warranties, covenants and agreements of the Investors hereunder
are several and not joint,  that no Investor  shall have any  responsibility  or
liability for the representations,  warrants,  agreements,  acts or omissions of
any other Investor,  and that any rights granted to "Investors"  hereunder shall
be enforceable by each Investor hereunder.

     Section 7.15 LIKE TREATMENT OF HOLDERS.  Neither the Company nor any of its
affiliates  shall,  directly  or  indirectly,  pay  or  cause  to  be  paid  any
consideration,  whether by way of interest,  fee,  payment for the redemption or
exchange of Securities, or otherwise, to any holder of Securities,  for or as an
inducement to, or in connection with the solicitation of, any consent, waiver or
amendment of any terms or provisions of the Securities or this Agreement, unless
such  consideration is required to be paid to all holders of Securities bound by
such consent,  waiver or amendment whether or not such holders so consent, waive
or agree to amend and whether or not such holders  tender their  Securities  for
redemption or exchange.  The Company shall not,  directly or indirectly,  redeem
any  Securities  unless such offer of redemption is made pro rata to all holders
of Securities on identical terms.

     Section 7.16  INSPECTION  RIGHTS.  In addition to inspection and visitation
rights  granted  pursuant to Nevada law, the Investors (for so long as they hold
Registrable  Securities) and their authorized  representatives shall be entitled
to visit  the  premises  of the  Company  and its  Subsidiaries,  meet  with the
Company's and its Subsidiaries' officers and directors and inspect the books and
records of the Company and its  Subsidiaries  during normal  business  hours and
upon reasonable notice, PROVIDED,  HOWEVER, that, other than with respect to the
rights granted  pursuant to Nevada law, such Investors shall have entered into a
confidentiality  agreement in form and  substance  reasonably  acceptable to the
Company  and shall have  otherwise  agreed  not to engage in any  trading of the
Company's  securities  while in  possession  of material  nonpublic  information
regarding the Company.

     Section 7.17  EXPENSES.  Except as otherwise  provided  herein,  each party
shall pay its own expenses  incident to the  preparation and performance of this
Agreement and the documents provided for herein.


                                       14
<PAGE>

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

                                     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:




                                       15
<PAGE>

                             EXHIBITS AND SCHEDULES

           Exhibit A                Form of Registration Rights Agreement

           Exhibit B                Form of Opinion



<PAGE>

                                   SCHEDULE I
<TABLE>
<CAPTION>
                                                                                       NO. OF
                                        NAME AND ADDRESS                             SHARES OF
   NAME AND ADDRESS OF INVESTOR         OF REPRESENTATIVE       PURCHASE PRICE      COMMON STOCK
------------------------------------------------------------------------------------------------
<S>                                   <C>                       <C>                   <C>
The Paisley Fund, L.P.                John Wallace                 $300,000            150,000
388 Market Street, Second Floor
San Francisco, California 94111

The Paisley Pacific Fund              John Wallace                 $500,000            250,000
388 Market Street, Second Floor
San Francisco, California 94111

RS Diversified Growth                 John Wallace                 $320,000            160,000
388 Market Street, Second Floor
San Francisco, California 94111

Ohio Carpenters' Pension Plan         Wellington Management        $400,000            200,000
State Street Bank & Trust Company     Company, LLP
Acct: State Street                    75 State Street
55 Water Street                       Boston, MA 02109
Plaza Level - 3rd Floor               Attn: Staci Kerachsky
New York, New York 10004
Robert Mendez (212) 855-2441
Acct: Ohio Carpenter

New York State Nurses Association     Wellington Management        $450,000            225,000
  Pension Plan                        Company, LLP
The Northern Trust Company            75 State Street
40 Broad Street 8th Floor             Boston, MA 02109
New York, New York 10004              Attn: Staci Kerachsky

Laborers' District Council and        Wellington Management        $300,000            150,000
  Contractors' of Ohio                Company, LLP
State Street Bank & Trust Company     75 State Street
Acct: State Street                    Boston, MA 02109
55 Water Street                       Attn: Staci Kerachsky
Plaza Level - 3rd Floor
New York, New York 10004
Robert Mendez (212) 855-2441
Acct: Ohio Carpenter


                                  Schedule I-1

<PAGE>

Oregon Investment Council             Wellington Management        $850,000            425,000
State Street Bank & Trust Company     Company, LLP
Acct: State Street                    75 State Street
55 Water Street                       Boston, MA 02109
Plaza Level - 3rd Floor               Attn: Staci Kerachsky
New York, New York 10004
Robert Mendez (212) 855-2441
Acct: Oregon

Wand Equity Portfolio II L.P.         Wand Partners Inc.           $283,590            141,795
                                      630 Fifth Avenue
                                      Suite 2435
                                      New York, New York 10111

Wand Affiliates Fund                  Wand Partners Inc.           $ 16,410              8,205
                                      630 Fifth Avenue
                                      Suite 2435
                                      New York, New York 10111

American High Growth Equities         Brad Butler                  $150,000             75,000
Retirement Trust
Trump Tower - 24th Floor
725 5th Avenue
New York, New York 10022

The Robert Merrill Worsley            N/A                          $ 63,500             31,750
and Christi Marie Worsley
Family Revocable Trust
Care of SkyMall, Inc.
1520 E. Pima Street
Phoenix, Arizona 85034

Benjamin and Christine Aguilera       N/A                          $ 15,000              7,500
Care of SkyMall, Inc.
1520 E. Pima Street
Phoenix, Arizona 85034

Budd Zuckerman                        N/A                          $ 15,000              7,500
Genesis Select
1625 Seventeenth Street, Suite 311
Denver, CO. 80231

Special Situations Private Equity     Steve Becker                 $300,000            150,000
  Fund L.P.
153 E. 53rd Street
New York, New York 10022-1200

Special Situations Fund III L.P.      Steve Becker                 $300,000            150,000
153 E. 53rd Street
New York, New York 10022-1200

Special Situations Cayman Fund L.P.   Steve Becker                 $100,000             50,000
153 E. 53rd Street
New York, New York 10022-1200


                                  Schedule I-2

<PAGE>

Lyle and Toril Knight                 N/A                          $ 50,000             25,000
Care of First Interstate
  Banc System
401 N. 31st Street
Billings, Montana 59116-0918

Randy Petersen                        N/A                          $  2,500              1,250
Care of Frequent Flyer Service
4715-C Town Center Drive
Colorado Springs, Colorado 80916-4709

Sherleigh Associates, Inc. Profit     N/A                          $150,000             75,000
  Sharing Plan
Jack Silver, Trustee
920 Fifth Avenue, Apt #3B
New York, New York 10021

SCAP-5 LLC                            N/A                          $400,000            200,000
Care of OrderTrust
900 Chelmsford Street
Lowell, Massachusetts 01851-8207
</TABLE>

                                  Schedule I-3