Exhibit 4.2

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                                  SKYMALL, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:  ________                                Number of Shares: ________
Date of Issuance: June 30, 2000


SkyMall, Inc., a Nevada corporation (the "Company"),  hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  ____________________________ the registered  holder hereof or its
permitted  assigns (a  "holder"),  is  entitled,  subject to the terms set forth
below, to purchase from the Company upon surrender of this Warrant,  at any time
or times on or after the date hereof,  but not after 11:59 P.M.  Eastern Time on
the Expiration Date (as defined herein) ________________________________________
(______) fully paid nonassessable  shares of Common Stock (as defined herein) of
the Company (the "Warrant  Shares") at the purchase  price per share provided in
Section 2(a) below.

     1.   DEFINITIONS.

     (a)  FINDER'S  AGREEMENT.   This  Warrant  is  one  of  the  Warrants  (the
"Warrants")  issued pursuant to the Finder's  Agreement dated as of December 20,
1999, among the Company and the Schneider Securities (the "Agreement").

     (b)  DEFINITIONS.  The  following  words and terms as used in this  Warrant
shall have the following meanings:

          (i)  "Business Day" means any day other than Saturday, Sunday or other
     day on which  commercial  banks in the City of New York are  authorized  or
     required by law to remain closed.


<PAGE>

          (ii) "Closing Bid Price" means,  for any security as of any date,  the
     last  closing  bid price for such  security  on the  Principal  Market  (as
     defined below) as reported by Bloomberg  Financial  Markets  ("Bloomberg"),
     or, if the Principal  Market is not the principal  trading  market for such
     security,  the last  closing bid price of such  security  on the  principal
     securities  exchange  or trading  market  where such  security is listed or
     traded as reported by Bloomberg, or if the foregoing do not apply, the last
     closing bid price of such  security in the  over-the-counter  market on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no closing bid price is reported  for such  security by  Bloomberg,  the
     last closing trade price for such security as reported by Bloomberg, or, if
     no last closing trade price is reported for such security by Bloomberg, the
     average  of the bid  prices  of any  market  makers  for such  security  as
     reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
     Closing Bid Price cannot be  calculated  for such  security on such date on
     any of the foregoing  bases, the Closing Bid Price of such security on such
     date shall be the fair market value as mutually  determined  by the Company
     and the holder of this Warrant. All such determinations to be appropriately
     adjusted for any stock dividend,  stock split or other similar  transaction
     during such period.

          (iii)"Closing Sale Price" means,  for any security as of any date, the
     last  closing  trade price for such  security on the  Principal  Market (as
     defined below) as reported by Bloomberg, or, if the Principal Market is not
     the principal securities exchange or trading market for such security,  the
     last  closing  trade  price of such  security on the  principal  securities
     exchange  or  trading  market  where such  security  is listed or traded as
     reported by Bloomberg,  or if the foregoing do not apply,  the last closing
     trade  price  of  such  security  in  the  over-the-counter  market  on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no last closing  trade price is reported for such security by Bloomberg,
     the last closing ask price of such security as reported by  Bloomberg,  or,
     if no last  closing ask price is reported for such  security by  Bloomberg,
     the  average  of the  lowest  ask price and  lowest bid price of any market
     makers for such  security as reported in the "pink  sheets" by the National
     Quotation  Bureau,  Inc. If the Closing Sale Price cannot be calculated for
     such security on such date on any of the foregoing  bases, the Closing Sale
     Price of such  security  on such  date  shall be the fair  market  value as
     mutually  determined by the Company and the holder of this Warrant.  If the
     Company  and the holder of this  Warrant  are unable to agree upon the fair
     market value of the Common  Stock,  then such dispute  shall be resolved by
     the term  "Market  Price"  being  substituted  for the term  "Closing  Sale
     Price." All such determinations to be appropriately  adjusted for any stock
     dividend, stock split or other similar transaction during such period.

          (iv) "Common  Stock" means (i) the Company's  common stock,  par value
     $.001 per share,  and (ii) any capital  stock into which such Common  Stock


                                        2
<PAGE>

     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification of such Common Stock.

          (v)  "Expiration  Date" means the date five (5) years from the date of
     this  Warrant or, if such date falls on a Saturday,  Sunday or other day on
     which banks are required or authorized to be closed in the City of New York
     or the  State of New York or on which  trading  does not take  place on the
     principal exchange or automated  quotation system on which the Common Stock
     is traded (a "Holiday"), the next date that is not a Holiday.

          (vi) "Issuance Date" means, with respect to each Warrant,  the date of
     issuance of the applicable Warrant.

          (vii)"Market  Price" means,  with respect to any security for any date
     of  determination,  that price which  shall be  computed as the  arithmetic
     average of the Closing Bid Prices for such security on each of the five (5)
     consecutive  trading days immediately  preceding such date of determination
     (all  such  determinations  to be  appropriately  adjusted  for  any  stock
     dividend, stock split or similar transaction during the pricing period).

          (viii) "Person" means an individual,  a limited liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (ix) "Principal Market" means the Nasdaq National Market.

          (x)  "Securities Act" means the Securities Act of 1933, as amended.

          (xi) "Warrant" means this Warrant and all warrants issued in exchange,
     transfer or replacement thereof.

          (xii) "Warrant Exercise Price" shall be $2.00.

          (xiii) OTHER DEFINITIONAL  PROVISIONS.  Except as otherwise  specified
     herein, all references herein (A) to the Company shall be deemed to include
     the Company's  successors and (B) to any applicable law defined or referred
     to herein,  shall be deemed  references to such  applicable law as the same
     may have been or may be amended  or  supplemented  from time to time.  When
     used in this Warrant,  the words "herein,"  "hereof," and  "hereunder," and
     words of similar import,  shall refer to this Warrant as a whole and not to
     any provision of this Warrant,  and the words  "Section,"  "Schedule,"  and
     "Exhibit"  shall refer to Sections of, and  Schedules and Exhibits to, this
     Warrant unless otherwise specified.  Whenever the context so requires,  the
     neuter gender  includes the masculine or feminine,  and the singular number
     includes the plural, and vice versa.


                                        3
<PAGE>

     2.   EXERCISE OF WARRANT.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased;  (ii) (A) payment to the Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this  Warrant is being  exercised  (the  "Aggregate  Exercise
Price")  in cash,  certified  or bank  funds  or wire  transfer  of  immediately
available  funds  or (B)  notifying  the  Company  that  this  Warrant  is being
exercised  pursuant to a Cashless  Exercise  (as defined in Section  2(e));  and
(iii)  the   surrender  of  this  Warrant  (or  a  Lost  Warrant   Affidavit  in
substantially  the form annexed hereto as Exhibit C with respect to this Warrant
in the case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company;  provided, that if such Warrant Shares are to be issued
in any name  other  than that of the  registered  holder of this  Warrant,  such
issuance  shall be deemed a transfer  and the  provisions  of Section 8 shall be
applicable.  In the event of any  exercise  of the  rights  represented  by this
Warrant in compliance  with this Section  2(a),  the Company shall on the second
Business Day following the date of receipt of the Exercise Notice, the Aggregate
Exercise  Price (or notice of a Cashless  Exercise)  and this Warrant (or a Lost
Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C with
respect to this  Warrant  in the case of its loss,  theft or  destruction)  (the
"Exercise Delivery Documents"), credit such aggregate number of shares of Common
Stock to which the holder (or its  designee)  shall be entitled to the  holder's
(or its designee's) balance account with The Depository Trust Company; provided,
however,  if the holder who submitted  the Exercise  Notice  requested  physical
delivery of any or all of the Warrant  Shares,  then the  Company  shall,  on or
before the second  Business  Day  following  receipt  of the  Exercise  Delivery
Documents issue and surrender to a common carrier for overnight  delivery to the
address specified in the Exercise Notice, a certificate,  registered in the name
of the holder  (or its  designee),  for the number of shares of Common  Stock to
which the holder (or its  designee)  shall be  entitled.  Upon  delivery  of the
Exercise  Notice and Aggregate  Exercise Price referred to above or notification
to the Company of a Cashless Exercise referred to in Section 2(e), the holder of
this Warrant (or its  designee)  shall be deemed for all  corporate  purposes to
have  become the holder of record of the Warrant  Shares  with  respect to which
this Warrant has been  exercised,  irrespective  of the date of delivery of this
Warrant as required by clause (iii) above or the  certificates  evidencing  such
Warrant Shares.  In the case of a dispute as to the determination of the Warrant
Exercise Price or the Market Price of a security or the  arithmetic  calculation
of the Warrant  Shares,  the Company shall  promptly issue to the holder (or its
designee)  the number of shares of Common  Stock that is not  disputed and shall
submit the disputed  determinations or arithmetic calculations to the holder via
facsimile within one Business Day of receipt of the holder's Exercise Notice. If
the holder and the  Company  are unable to agree upon the  determination  of the
Warrant  Exercise  Price or the Market Price or  arithmetic  calculation  of the


                                        4
<PAGE>

Warrant  Shares  within one day of such  disputed  determination  or  arithmetic
calculation  being submitted to the holder,  then the Company shall  immediately
submit via  facsimile  (i) the disputed  determination  of the Warrant  Exercise
Price or the Market Price to an independent,  reputable  investment banking firm
of nationally  recognized standing,  mutually acceptable to both the Company and
the holder or (ii) the disputed arithmetic  calculation of the Warrant Shares to
an independent,  outside accountant, mutually acceptable to both the Company and
the  holder.  The  Company  shall  cause  the  investment  banking  firm  or the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

     (b)  Unless the rights  represented  by this Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than two (2)  Business  Days after  delivery  of the  Exercise
Delivery Documents and at its own expense,  issue a new Warrant identical in all
respects to this Warrant  exercised except it shall represent rights to purchase
the number of Warrant  Shares  purchasable  immediately  prior to such  exercise
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

     (c)  No  fractional  shares  of  Common  Stock  are to be  issued  upon the
exercise of this Warrant, but rather the number of shares of Common Stock issued
upon exercise of this Warrant shall be rounded up to the nearest whole number.

     (d)  If the Company  shall fail for any reason or for no reason to issue to
the holder  within two (2)  Business  Days of receipt of the  Exercise  Delivery
Documents,  a certificate  for the number of shares of Common Stock to which the
holder (or its  designee) is entitled or to credit the holder's (or  designee's)
balance  account with The Depository  Trust Company for such number of shares of
Common Stock to which the holder (or its designee) is entitled upon the holder's
exercise  of this  Warrant or a new  Warrant  for the number of shares of Common
Stock to which such holder is  entitled  pursuant to Section  2(b)  hereof,  the
Company  shall,  in addition  to any other  remedies  under this  Warrant or the
Agreement or otherwise  available to such holder,  including any indemnification
under the  Agreement,  pay as additional  damages in cash to such holder on each
day the issuance of such Common Stock  certificate  or new Warrant,  as the case
may be, is not timely  effected,  an amount  equal to 0.5% of the product of (A)
the sum of the number of shares of Common Stock not issued to the holder (or its
designee)  on a timely  basis  and to which  the  holder  (or its  designee)  is
entitled and/or, the number of shares represented by the portion of this Warrant
which is not being  converted,  as the case may be,  and (B) the  average of the
Closing Sale Price of the Common Stock for the five (5) consecutive trading days


                                        5
<PAGE>

immediately preceding the last possible date which the Company could have issued
such  Common  Stock  or  Warrant,  as the  case may be,  to the  holder  without
violating this Section 2.

     (e)  If, despite the Company's obligations under the Agreement, the Warrant
Shares to be issued are not  registered  and available for resale  pursuant to a
registration  statement in accordance with the Agreement,  then  notwithstanding
anything  contained  herein to the contrary,  the holder of this Warrant may, at
its election exercised in its sole discretion, exercise this Warrant in whole or
in part and, in lieu of making the cash  payment  otherwise  contemplated  to be
made to the  Company  upon such  exercise in payment of the  Aggregate  Exercise
Price, elect instead to receive upon such exercise the "Net Number" of shares of
Common  Stock  determined  according  to  the  following  formula  (a  "Cashless
Exercise"):

          Net  Number = (A X B) - (A X C)
                        -----------------
                                B

          For purposes of the foregoing formula:

               A = the total number of shares with respect to which this Warrant
               is then being exercised.

               B = the Market Price as of the date of the Exercise Notice.

               C = the Warrant  Exercise Price then in effect for the applicable
               Warrant Shares at the time of such exercise.

     3.   (a)  ADJUSTMENT   FOR   DIVIDENDS   IN   OTHER  STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

                    (1)  other  or  additional  stock  or  other  securities  or
               property (other than cash) by way of dividend,

                    (2)  any cash or other  property  paid or payable out of any
               source other than  retained  earnings  (determined  in accordance
               with generally accepted accounting principles), or


                                        6
<PAGE>

                    (3)  other  or  additional  stock  or  other  securities  or
               property  (including  cash)  by  way  of  stock-split,  spin-off,
               reclassification,  combination  of  shares or  similar  corporate
               rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 2, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to
in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise  if on the  Issuance  Date such holder had been the holder of record of
the number of shares of Common Stock called for on the face of this Warrant, and
had  thereafter,  during the period from the Issuance  Date to and including the
date of such exercise, retained such shares and/or all other or additional stock
and other  securities and property  (including  cash in the cases referred to in
clause (2) and (3) above)  receivable  by it as  aforesaid  during such  period,
giving effect to all adjustments  called for during such period by Sections 3(a)
and 3(b).

     (b)  ADJUSTMENT FOR  REORGANIZATION,  CONSOLIDATION  AND MERGER. In case of
any  reorganization  of the Company (or any other corporation the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  3(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c)  ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive,  a dividend or other  distribution  payable in additional shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or


                                       7
<PAGE>

exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

                    (1)  the  Warrant  Exercise  Price  then in effect  shall be
     decreased as of the time of the issuance of such  additional  shares or, in
     the event such  record  date is fixed,  as of the close of business on such
     record date, by multiplying the Warrant  Exercise Price then in effect by a
     fraction (A) the numerator of which is the total number of shares of Common
     Stock issued and outstanding immediately prior to the time of such issuance
     or the close of business on such record date,  and (B) the  denominator  of
     which  shall be the total  number of shares  of  Common  Stock  issued  and
     outstanding  immediately prior to the time of such issuance or the close of
     business  on such record date as the case may be, plus the number of shares
     of Common  Stock  issuable  in payment of such  dividend  or  distribution;
     PROVIDED,  HOWEVER,  that if such record date is fixed and such dividend is
     not fully paid or if such  distribution is not fully made on the date fixed
     therefor,  the Warrant Exercise Price shall be recomputed accordingly as of
     the close of business  on such  record  date,  and  thereafter  the Warrant
     Exercise  Price shall be adjusted  pursuant to this  Section 3(c) as of the
     time of actual payment of such dividends or distributions; and

                    (2)  the  number  of  shares  of  Common  Stock  theretofore
     receivable upon the exercise of this Warrant shall be increased,  as of the
     time of such issuance or, in the event such record date is fixed, as of the
     close of  business  on such  record  date,  in  inverse  proportion  to the
     decrease in the Warrant Exercise Price.

     (d)  STOCK SPLIT AND  REVERSE  STOCK  SPLIT.  If the Company at any time or
from time to time effects a stock split or subdivision of the outstanding Common
Stock, the Warrant Exercise Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of  shares,  the  Warrant  Exercise  Price then in effect
immediately   before  that  reverse   stock  split  or   combination   shall  be
proportionately  increased and the number of shares of Common Stock  theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment  under this Section 3(d) shall become  effective at the close of
business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

     4.   REDEMPTION AT THE COMPANY'S  ELECTION.  The Company,  upon thirty (30)
days' prior  written  notice to the  holder,  may elect to redeem all or part of
this  Warrant at a price  equal to $0.01 per  Warrant  Share  issuable  upon the
exercise hereof,  if, but only if: (i) the Closing Bid Price shall have exceeded
150% of the Warrant Exercise Price (as equitably adjusted to reflect any merger,
consolidation or reorganization of the Company or any stock split,  subdivision,
reverse  stock  split or  combination  effected  by the  Company) on each of the


                                       8
<PAGE>

twenty (20) consecutive trading days ending not more than one Business Day prior
to the date on which the notice of redemption  shall be delivered to the holder,
and (ii) the Common  Stock  shall be listed and  trading on the Nasdaq  National
Market,  AMEX or the  NYSE.  Any  such  redemption  shall  be  effective  on the
thirtieth day following the delivery of such notice, PROVIDED, HOWEVER, that the
holder  may  elect at any time  prior to the  effective  date of  redemption  to
exercise all or any portion of this Warrant in accordance with the terms hereof;
and PROVIDED  FURTHER,  that the Company's right to redeem this Warrant shall be
suspended if, after the notice has been delivered, the Warrant Shares may not be
sold pursuant to an effective  registration  statement for any reason whatsoever
or the Common Stock shall cease to be listed and trading on the Nasdaq  National
Market,  AMEX or the NYSE. The notice period shall then be extended for a period
of time equal to the number of days during the notice  period  during  which the
registration  statement shall not have permitted the sale of such Warrant Shares
or the Common Stock shall not have been so listed and  trading,  as the case may
be; provided,  however, that the notice period shall not begin to run until such
time as the  holder  receives  notice  from the  Company  that the  registration
statement  permits the sale of the Warrant  Shares and/or the Common Stock shall
have been so listed and trading,  as the case may be. The redemption price shall
be payable in full, in cash, on the effective date of any redemption pursuant to
this paragraph  (4). A redemption  notice  delivered by the Company  pursuant to
this paragraph (4) shall be  irrevocable.  Notwithstanding  the  foregoing,  the
Company's right to redeem all or part of this Warrant may not be exercised if on
the date on which the Company  delivers notice of such exercise the Market Price
shall be less than  $12.00  per share (as  equitably  adjusted  to  reflect  any
merger,  consolidation  or  reorganization  of the  Company or any stock  split,
subdivision, reverse stock split or combination effected by the Company).

     5.   COVENANTS AS TO COMMON STOCK.  The Company hereby covenants and agrees
as follows:

     (a)  This  Warrant  is,  and any  Warrants  issued in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

     (b)  All Warrant Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     (c)  During the period within which the rights  represented by this Warrant
may be exercised,  the Company will at all times have authorized and reserved at
least 100% of the  number of shares of Common  Stock  needed to provide  for the
exercise of the rights  then  represented  by this  Warrant and the par value of
said  shares will at all times be less than or equal to the  applicable  Warrant
Exercise Price.

     (d)  The Company  shall  secure the  listing of the shares of Common  Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated  quotation  system, if any, upon which shares of Common Stock are then
listed within the time required by such exchange or quotation system's rules and


                                       9
<PAGE>

regulations  and shall  maintain,  so long as any other  shares of Common  Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national  securities exchange or automated quotation system within the time
required by such exchange or quotation  system's rules and  regulations,  as the
case may be, and shall  maintain  such  listing of, any other  shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

     (e)  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  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant  above the Warrant  Exercise  Price then in effect,
and (ii) will take all such actions as may be necessary or  appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this Warrant.

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

     6.   TAXES.  The  Company  shall pay any and all taxes which may be payable
with respect to the issuance  and  delivery of Warrant  Shares upon  exercise of
this Warrant;  provided,  however, that the Company shall not be required to pay
any tax that may be payable in respect of any transfer  involved in the issue or
delivery of Common  Stock or other  securities  or property in a name other than
that of the  registered  holders of this Warrant to be converted and such holder
shall pay such amount, if any, to cover any applicable transfer or similar tax.

     7.   WARRANT  HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided  herein,  no holder of this Warrant,  solely by virtue of
such  holding,  shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent  to any  corporate  action  (whether a  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as


                                       10
<PAGE>

imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     8.   REPRESENTATIONS  OF  HOLDER.  The  holder  of  this  Warrant,  by  the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment  only and not with a view towards,  or
for resale in connection  with, the public sale or  distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act (an "Accredited Investor").

     9.   OWNERSHIP AND TRANSFER.

     (a)  The Company shall maintain at its principal executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder  thereof for all purposes,  but in all events  recognizing  any transfers
made in accordance with the terms of this Warrant.

     (b)  This Warrant and the rights granted  hereunder  shall be assignable by
the holder hereof without the consent of the Company.

     10.  LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company  shall,  on receipt of an executed
Lost Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C
(or, in the case of a mutilated  Warrant,  the Warrant),  issue a new Warrant of
like  denomination  and tenor as this  Warrant  so lost,  stolen,  mutilated  or
destroyed.

     11.  NOTICE.  Any  notices,   consents,  waivers  or  other  communications
required or  permitted  to be given under the terms of this  Warrant  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


                                       11
<PAGE>

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:

     If   to the Company:

     SkyMall, Inc.
     1520 East Pima Street
     Phoenix, Arizona 85034
     Telephone: 602-254-8620
     Facsimile: 602-254-6544
     Attention: Robert M. Worsley, President and Chief Executive Officer

     With copy to:

     Squire, Sanders & Dempsey L.L.P.
     Two Renaissance Square
     40 North Central Avenue, Suite 2700
     Phoenix, Arizona 85004
     Telephone: 602-528-4000
     Facsimile: 602-253-8129
     Attention: Gregory R. Hall, Esq.

If to a holder of this Warrant,  to it at its main business  address as shall be
delivered  to the Company by the holder at any time.  Each party  shall  provide
five days' prior  written  notice to the other party of any change in address or
facsimile number.  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, respectively.

     12.  DATE. The date of this Warrant is June 30, 2000. This Warrant,  in all
events, shall be wholly void and of no effect after the close of business on the
Expiration Date, except that  notwithstanding  any other provisions  hereof, the
provisions of Section 8 shall  continue in full force and effect after such date
as to any Warrant  Shares or other  securities  issued upon the exercise of this
Warrant.

     13.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions of the Warrants  issued  pursuant to the Agreement may be amended and
the Company may take any action  herein  prohibited,  or omit to perform any act
herein  required to be  performed  by it, only if the Company has  obtained  the
written consent of the holders of Warrants  representing  66.7% of the shares of


                                       12
<PAGE>

Common Stock obtainable upon exercise of the Warrants then outstanding; provided
that no such action may increase  the Warrant  Exercise  Price of the  Warrants,
decrease the number of shares or class of stock  obtainable upon exercise of any
Warrants,  or otherwise  materially adversely effect the rights of the holder of
this Warrant without the written consent of such holder.

     14.  DESCRIPTIVE  HEADINGS;  GOVERNING LAW;  JURISDICTION.  The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of New York shall  govern all issues  concerning  the relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
New York, or any other  jurisdictions)  that would cause the  application of the
laws of any jurisdictions  other than the State of New York. Each of the parties
hereto irrevocably consents and submits to the nonexclusive  jurisdiction of the
Supreme Court of the State of New York and the United States  District Court for
the Southern District of New York in connection with any proceeding  arising out
of or relating to this  Warrant,  waives any objection to venue in the County of
New York,  State of New York, or such  District,  and agrees that service of any
summons,  complaint,  notice of other process relating to such proceeding may be
effected in the manner provided by Section 10 hereof.

     15.  RESTRICTION ON EXERCISE OF WARRANT.  Notwithstanding  anything in this
Warrant to the  contrary,  this Warrant may not be exercised  until such time as
the  shareholders of the Corporation have approved the issuance of the shares of
Common  Stock  issuable  upon  exercise of this Warrant in  accordance  with the
applicable corporate governance rules of the Nasdaq Stock Market relating to the
sale or issuance of common stock, or securities convertible into, or exercisable
for,  common  stock,  equal to 20% or more of the common  stock or voting  power
outstanding immediately preceding such issuance

                            [Signature Page Follows]


                                       13
<PAGE>
                                          SKYMALL, INC.

                                          By: __________________________________

                                          Name: ________________________________

                                          Title: _______________________________


<PAGE>

                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                                  SKYMALL, INC.


     The   undersigned   holder   hereby   exercises   the  right  to   purchase
_________________  of the shares of Common Stock ("Warrant  Shares") of SkyMall,
Inc., a Nevada  corporation (the  "Company"),  evidenced by the attached Warrant
(the "Warrant").  Capitalized  terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.

     1. Form of Warrant  Exercise Price.  The Holder intends that payment of the
Warrant Exercise Price shall be made as:

          ____________   a "CASH  EXERCISE"  with  respect  to  ________________
                         Warrant Shares; and/or


          ____________   a "CASHLESS  EXERCISE"  with  respect to  _____________
                         Warrant  Shares  (to the  extent permitted by the terms
                         of the Warrant).

     2.  Payment of  Warrant  Exercise  Price.  In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

     3.  Delivery of Warrant  Shares.  The Company  shall  deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______



_________________________________
    Name of Registered Holder

By: _____________________________
    Name:
    Title:


                                      A-1
<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of SkyMall, Inc., a Nevada corporation,
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:  _________________, ____

                                              __________________________________

                                              By:  _____________________________

                                              Its: _____________________________



                                       B-1
<PAGE>

                              EXHIBIT C TO WARRANT

                            FORM OF AFFIDAVIT OF LOSS

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

     1. Deponent is an adult whose mailing address is:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

     2.  Deponent is the  recipient of a Warrant (the  "Warrant")  from SkyMall,
Inc. (the "Company"), dated ___________________________________ for the purchase
of  ___________________________________  shares of Common Stock, par value $.001
per share,  of the Company,  at an exercise price of  $_________________________
per share.

     3. The Warrant has been lost,  stolen,  destroyed or  misplaced,  under the
following circumstances:

     4. The Warrant was not endorsed.

     5. Deponent has made a diligent search for the Warrant, and has been unable
to find or recover same, and Deponent was the unconditional owner of the Warrant
at the time of loss,  and is  entitled  to the  full  and  exclusive  possession
thereof;  that neither the Warrant nor the rights of Deponent  therein  have, in
whole or in part, been assigned, transferred, hypothecated, pledged or otherwise
disposed of, in any manner whatsoever,  and that no person,  firm or corporation
other than the Deponent has any right,  title, claim, equity or interest in, to,
or respecting the Warrant.

     6. Deponent makes this Affidavit for the purpose of requesting and inducing
the  Company  and its  agents to issue a new  warrant  in  substitution  for the
Warrant.

     7. If the Warrant should ever come into the hands,  custody or power of the
Deponent or the Deponent's representatives, agents or assigns, the Deponent will
immediately and without consideration  surrender the Warrant to the Company, its
representatives,  agents or assigns,  its transfer agents or subscription agents
for cancellation.


                                       C-1
<PAGE>

     8. The Deponent hereby  indemnifies and holds harmless the Company from any
claim or demand for payment or  reimbursement of any party arising in connection
with the subject matter of this Affidavit.

Signed, sealed and dated:  _________________________


                                   _____________________________________________
                                   Deponent

Sworn to and subscribed before me this
____ day of _____________, _________



______________________________________
Notary Public


                                      C-2