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Sample Business Contracts

Warrant to Purchase Common Stock - SkyMall Inc. and Quintel Communications Inc.

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                                 FORM OF WARRANT


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:



SkyMall, Inc., a Nevada corporation (the "Company"),  hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Quintel Communications,  Inc., 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)  STOCK AND  WARRANT  PURCHASE  AGREEMENT.  This  Warrant  is one of the
Warrants  (the  "Warrants")  issued  pursuant to the Stock and Warrant  Purchase
Agreement dated as of November 2, 1999,  among the Company and the Investors (as
such term in defined therein) (the "Agreement").

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

<PAGE>

          (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.

          (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


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<PAGE>

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 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 equal to $8.00 per share.

          (xiv) 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


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<PAGE>

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.

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


                                       4
<PAGE>

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
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


                                       5
<PAGE>

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
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.


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<PAGE>

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

          (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


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<PAGE>

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
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


                                       8
<PAGE>

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  $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)  on each of the  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,  (ii) the
registration  statement required to be filed under Section 4.1 of the Agreement,
dated as of the date  hereof,  by and among the  Company  and the other  parties
signatory thereto, shall be effective and permit the sale of all Warrant Shares,
and (iii) 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).


                                       9
<PAGE>

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
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.



                                       10
<PAGE>

     (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 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").



                                       11
<PAGE>

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.

     (c) The  Company is  obligated  to register  the Warrant  Shares for resale
under the  Securities  Act  pursuant  to the  Agreement  and any  holder of this
Warrant (and the assignees  thereof) is entitled to the  registration  rights in
respect of the Warrant Shares as set forth in the Agreement.

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 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


                                       12
<PAGE>
          With copy to:

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

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on the  Schedule  of  Investors  to the  Agreement,  with  copies  to such
holder's  representatives as set forth on such Schedule of Investors, or at such
other  address and  facsimile 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 November 2, 1999.  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 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


                                       13
<PAGE>

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.



                            [Signature Page Follows]




                                       14
<PAGE>

                                           SKYMALL, INC.



                                           By:__________________________________

                                           Name:________________________________

                                           Title: ______________________________


                                       15
<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.


                                       C-1
<PAGE>

          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.

          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