Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (the "Agreement") is entered into as of
June  30,  2000 by and  among  SKYMALL,  INC.,  a  Nevada  corporation  with its
principal  office located at 1520 East Pima Street,  Phoenix,  Arizona 85034 and
its  subsidiaries  (collectively  referred to as the "Company" or "SkyMall") and
the investors listed Schedule I to the Purchase Agreement, defined below (each a
"Shareholder" and collectively the "Shareholders").

     WHEREAS:

     A. In connection with the Stock Purchase Agreement by and among the parties
hereto,  accepted on June 30, 2000 (the "Purchase  Agreement"),  the Company has
agreed,  upon the terms and subject to the conditions of the Purchase Agreement,
to issue to the Shareholders the shares of SkyMall common stock, $.001 par value
per share (the  "Common  Shares")  as set forth on  Schedule  I to the  Purchase
Agreement.

     B. Pursuant to the terms of the Purchase Agreement,  the Company has agreed
to provide  certain  registration  rights under the  Securities  Act of 1933, as
amended,  and the rules and  regulations  thereunder,  or any similar  successor
statute (collectively, the "1933 Act"), and applicable state securities laws.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  the Company and each Shareholder
hereby agree as follows:

     1.   DEFINITIONS.

          As used  in  this  Agreement,  the  following  terms  shall  have  the
following meanings:

          (a)  "Register,"   "registered,"   and   "registration"   refer  to  a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").

          (b)  The term  "Registrable  Securities"  means (i) the Common Shares,
(ii) any capital stock of the Company issued as (or issuable upon the conversion
or exercise of any warrant, right or other security which is issued as) a result
of any stock  split,  stock  dividend or other  distribution,  recapitalization,
exchange or similar event or with respect to, in exchange for or in  replacement
of,  the  Common  Shares,  excluding  in all  cases,  however,  any  Registrable


<PAGE>

Securities  that are at the time of  registration,  transferable  by the  holder
thereof in a single  brokerage  transaction  under the provisions and within the
volume  limitations  of Rule 144  promulgated  under the Act or any successor to
such Rule.

          (c)  The term  "Form  S-3"  means  such form  under the 1933 Act as in
effect  on  the  date  hereof  or any  registration  form  under  the  1933  Act
subsequently  adopted by the Securities and Exchange Commission (the "SEC") that
similarly  permits  inclusion or  incorporation  of  substantial  information by
reference to other documents filed by the Company with the SEC.

          (d)  "Registration  Statement" means a Form S-3 Registration Statement
or Registration  Statements of the Company filed under the 1933 Act covering the
Registrable Securities.

     2.   REGISTRATION.  The Company shall prepare,  and, as soon as practicable
after the Closing Date (as defined in the Purchase  Agreement)  but in any event
no later than fifteen (15) days,  file with the SEC a Registration  Statement or
Registration Statements (as necessary) on Form S-3 covering the resale of all of
the Registrable Securities. The Company shall use its best efforts to cause such
Registration Statement to be declared effective as soon as practicable following
the filing of the Registration  Statement but in no event later than ninety (90)
days after the Closing  Date.  To the extent the  Registration  Statement is not
declared  effective  within ninety (90) days from the Closing Date,  the Company
will pay in cash to the  Shareholders an amount equal to two percent (2%) of the
offering price per month until the Registration Statement is declared effective.

     3.   COMPANY  OBLIGATIONS.  The Company will use its best efforts to effect
the  registration of the Registrable  Securities in accordance with the intended
method of disposition thereof and, pursuant thereto,  the Company shall have the
following obligations:

          (a)  The  Company  shall keep each  Registration  Statement  effective
pursuant  to Rule 415 at all times until the earlier of (i) the date as of which
the  Shareholder  may sell all of the  Registrable  Securities  covered  by such
Registration  Statement without restriction  pursuant to Rule 144(k) promulgated
under  the  1933 Act (or  successor  thereto)  or (ii)  the  date on  which  the
Shareholder  shall  have sold all the  Registrable  Securities  covered  by such
Registration Statement (the "Registration Period"), which Registration Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein)  shall not contain any 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 light of the circumstances in which they were made, not
misleading.  The term "best efforts" as used in this Agreement shall mean, among
other things, that the Company shall submit to the SEC, within five (5) business
days  after the  Company  learns  that no review  of a  particular  Registration
Statement  will be made by the staff of the SEC or that the staff has no further
comments  on the  Registration  Statement,  as the case may be,  a  request  for
acceleration of effectiveness of such Registration  Statement to a time and date
not later than 72 hours after the submission of such request.


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<PAGE>

          (b)  The Company shall  prepare and file with the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the  provisions of the 1933 Act with respect to the  disposition  of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in accordance with the intended  methods of disposition by the Shareholder as
set  forth  in  such  Registration  Statement.  In the  case of  amendments  and
supplements to a Registration  Statement which are required to be filed pursuant
to this  Agreement by reason of the Company  filing a report on Form 10-K,  Form
10-Q or Form 8-K or any analogous  report under the  Securities  Exchange Act of
1934,  as amended (the "1934 Act"),  the Company  shall have  incorporated  such
report by reference into the  Registration  Statement,  if applicable,  or shall
file such  amendments or  supplements  with the SEC on the same day on which the
1934 Act report is filed which created the  requirement for the Company to amend
or supplement the Registration Statement.

          (c)  Furnish to the Shareholder copies of a prospectus,  in conformity
with  the  requirements  of the  1933  Act,  and  such  other  documents  as the
Shareholder may reasonably request in order to facilitate the disposition of all
securities covered by such Registration Statement.

          (d)  Use  reasonable  efforts to register  and qualify the  securities
covered by such  Registration  Statement under such other securities or blue sky
laws of such jurisdictions as shall be reasonably  requested by the Shareholder,
provided that the Company shall not be required in connection  therewith or as a
condition  thereto  to  (i)  make  any  change  in  the  Company's  Articles  of
Incorporation or Bylaws,  (ii) qualify to do business in any jurisdiction  where
it would not otherwise be required to qualify,  (iii) subject  itself to general
taxation in any such jurisdiction,  or (iv) file a general consent to service of
process in any such jurisdiction.

          (e)  Notify  the  Shareholder,  during  the  time  when  a  prospectus
relating  thereto  covered by such  Registration  Statement  is  required  to be
delivered under the 1933 Act, of the happening of any event as a result of which
the  prospectus  included  in such  Registration  Statement,  as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in the light of the circumstances then existing.

          (f)  Use its best efforts to list the Registrable  Securities with any
securities exchange or other securities trading medium on which the Common Stock
of the Company is then listed.


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<PAGE>

     5.   OBLIGATIONS OF SHAREHOLDER.  It shall be a condition  precedent to the
obligations  of the  Company  to  complete  the  registration  pursuant  to this
Agreement with respect to the Registrable Securities of the Shareholder that:

          (a)  Shareholder by such  Shareholder's  acceptance of the Registrable
Securities  agrees to cooperate with the Company as reasonably  requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration
Statement hereunder,  unless the Shareholder has notified the Company in writing
of Shareholder's election to exclude all of Shareholder's Registrable Securities
from such Registration Statement.

          (b)  Shareholder   shall  furnish  to  the  Company  such  information
regarding the  Shareholder,  the Registrable  Securities held by Shareholder and
the  intended  method  of  disposition  of the  Registrable  Securities  held by
Shareholder as shall be reasonably  required to effect the  registration of such
Registrable  Securities  and the  Shareholder  shall  execute such  documents in
connection with such registration as the Company may reasonably request.

     6.   EXPENSES OF REGISTRATION. In connection with any registration pursuant
to this  Agreement,  the  Company  shall be  responsible  for the payment of all
expenses of the registration,  with the exception of underwriting  discounts and
commissions, if any, which shall be paid by the Shareholder in proportion to the
aggregate value of the securities offered for sale by each of them. The expenses
to be paid by the Company shall include,  without limitation,  all registration,
filing and  qualification  fees,  listing  fees and fees of  transfer  agent and
registrar,  printing and accounting fees, the fees and  disbursements of counsel
for the Company.

     7.   INDEMNIFICATION.  Upon the registration of the Registrable  Securities
pursuant to the 1933 Act:

          (a)  To the extent  permitted by law, the Company will  indemnify  and
hold harmless the  Shareholder  and any underwriter (as defined in the 1933 Act)
against  any  losses,   claims,   damages  or  liabilities  (joint  or  several)
(collectively,  "Losses") to which they or any of them may become  subject under
the 1933 Act, the 1934 Act or other federal or state law, insofar as such Losses
arise out of or are based upon any of the  following  statements,  omissions  or
violations (collectively, a "Violation"): (i) any statement or alleged statement
of a material  fact  contained in such  Registration  Statement,  including  any
preliminary  prospectus or final prospectus contained therein, or any amendments
or  supplements  thereto,  untrue  or  alleged  to be  untrue  in  light  of the
circumstances  under which they were made, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein,  or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the  1933  Act,  the  1934  Act,  any  state  securities  law or any  rule or
regulation  promulgated under the Act, the 1934 Act or any state securities law.
The Company  will  reimburse  the  Shareholder  for any legal or other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
Losses;  provided,  however,  that the  indemnity  agreement  contained  in this
Section 7(a) shall not apply to amounts paid in settlement of any such Losses if


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<PAGE>

such  settlement is effected  without the consent of the Company,  which consent
shall not be unreasonably  withheld, nor shall the Company be liable in any such
case for any such Losses to the extent the Losses arise out of or are based upon
a  Violation  that  occurs  in  reliance  upon and in  conformity  with  written
information furnished expressly for use in connection with such registration by,
or on behalf of, the Shareholder.

          (b)  To the extent  permitted by law, the  Shareholder  will indemnify
and hold harmless the Company,  its officers,  directors,  agents and employees,
each person,  if any,  who  controls the Company  within the meaning of the 1933
Act,  and any  underwriter  (as defined in the 1933 Act),  against any Losses to
which the Company, such officer,  director, agent, employee,  controlling person
or  underwriter  may become  subject  under the 1933 Act,  the 1934 Act or other
federal or state law,  insofar as such Losses arise out of or are based upon any
Violation,  in each  case to the  extent  (and  only to the  extent)  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished by, or on behalf of, the  Shareholder  expressly for use in connection
with such  registration;  and the Shareholder  will reimburse any legal or other
expenses reasonably incurred by the Company,  its officers,  directors,  agents,
employees,  controlling person and underwriters in connection with investigating
or  defending  any  such  Losses;  provided,  however,  that  (i) the  indemnity
agreement  contained  in this  Section  7(b) shall not apply to amounts  paid in
settlement of any such Losses if such settlement is effected without the consent
of the Shareholder,  which consent shall not be unreasonably  withheld, and (ii)
the obligations of the Shareholder hereunder shall be limited to an amount equal
to  the  gross  proceeds,  before  expenses  and  commissions,  received  by the
Shareholder from the sale of the Registrable Securities as contemplated herein.

          (c)  Promptly after receipt by an indemnified party under this Section
7 of  notice of the  commencement  of any  action  (including  any  governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against  any  indemnifying  party  under this  Section  7,  deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  notified,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the  indemnifying  party,  if, in the opinion of counsel for the indemnifying
party,  representation  of such indemnified party by the counsel retained by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying party within a reasonable period of time of the commencement of any
such action  shall  relieve  such  indemnifying  party of any  liability  to the
indemnified party under this Section 7 to the extent  prejudicial to its ability
to defend such  action,  but the  omission so to deliver  written  notice to the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 7.

          (d)  The  obligations  of the Company and the  Shareholder  under this
Section 7 shall survive the completion of any offering of Registrable Securities
in a Registration Statement under this Agreement, and otherwise.


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<PAGE>

     8.   REPORTS  UNDER THE 1934 ACT.  With a view to making  available  to the
Shareholder the benefits of SEC Rule 144 promulgated under the Act and any other
rule or  regulation  of the SEC that may at any time permit the  Shareholder  to
sell securities of the Company to the public without  registration,  the Company
agrees to use reasonable efforts to:

          (a)  Make and keep public  information  available,  as those terms are
understood and defined in SEC Rule 144, at all times;

          (b)  File  with the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the Act and the 1934 Act; and

          (c)  Furnish to the  Shareholder  forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
the 1934 Act, (ii) a copy of the most recent  annual or quarterly  report of the
Company and such other reports and documents so filed by the Company,  and (iii)
such  other  information  as  may  be  reasonably   requested  in  availing  the
Shareholder of any rule or regulation of the SEC that permits the selling of any
such securities without registration.

     9.   TERMINATION OF REGISTRATION  RIGHTS.  The registration  rights granted
pursuant to this  Agreement  shall  terminate  on the earlier of (i) the date on
which  the  Shareholders  are  entitled  to  transfer  all  of  the  Registrable
Securities in a single transaction under Rule 144 or (ii) the second anniversary
of this Agreement.

     10.  NOTICES.  Unless otherwise provided,  any notice required or permitted
under this Agreement  shall be given in writing and shall be deemed  effectively
given upon  personal  delivery to the party to be notified or upon  deposit with
the United States Post Office,  postage  prepaid,  registered or certified  with
return  receipt  requested  and  addressed  to the party to be  notified  at the
address  indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance  written notice to
the other parties given in the foregoing manner.

     11.  MISCELLANEOUS.

          (a)  This Agreement and the Purchase  Agreement  constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions,  promises, warranties or undertakings, other
than those set forth or referred to herein and therein.  This  Agreement and the
Purchase Agreement  supersede all prior agreements and understandings  among the
parties hereto with respect to the subject matter hereof and thereof.

          (b)  Any term of this  Agreement may be amended and the  observance of
any term may be waived (either generally or in a particular  instance and either
retroactively or prospectively) only with the written consent of the Company and
the Shareholder to which such waiver applies.


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<PAGE>

          (c)  This Agreement  shall be governed by and construed under the laws
of the State of New York as  applied  to  agreements  among  New York  residents
entered into and to be performed entirely within the State of New York.

          (d)  If one or  more  provisions  of  this  Agreement  are  held to be
unenforceable  under  applicable law, such provision shall be excluded from this
Agreement,  and the balance of this  Agreement  shall be  interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

          (e)  Failure of any party to exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

          (f)  This Agreement  shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties hereto.

          (g)  The headings in this  Agreement are for  convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

          (h)  This Agreement may be executed in identical counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by  facsimile  transmission  of a copy of this  Agreement
bearing the signature of the party so delivering this Agreement.


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<PAGE>

          (i)  Each  party  shall  do and  perform,  or  cause  to be  done  and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

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

                                      COMPANY:

                                      SKYMALL, INC.

                                      By:  /s/ Christine A. Aguilera
                                           ------------------------------------
                                           Christine A. Aguilera
Attest:                                    Acting Chief Financial Officer
                                           Address:   1520 E. Pima Street
/s/ Steven T. Lawrence                     Phoenix, Arizona 85034
-----------------------------------        Phone:     602-254-9777
Steven T. Lawrence                         Fax:       602-254-6544
Assistant Secretary


                                       SHAREHOLDER:



                                       _________________________________________

                                       Address:   ______________________________
                                                  ______________________________
                                       Phone:     ______________________________
                                       Fax:       ______________________________