AMENDMENT TO STOCK ACQUISITION AGREEMENT

THIS  AGREEMENT  (the  "Amendment"),  is made as of  September  20,  1999,  (the
"Effective Date") by and between SKYMALL,  INC., a Nevada corporation ("SkyMall"
or "Buyer") and DISC PUBLISHING, INC., a Utah corporation (the "Company"), Lorne
Grierson, Warren Osborn, Flamingo Partnership,  Kyle Love, Bart Howell and David
E. Hardy (collectively as "Stockholders").

A.   SkyMall,  the Company and the Stockholders  have previously  entered into a
     Stock  Purchase  Agreement,  dated August 26, 1999 (the "Stock  Acquisition
     Agreement").

B.   SkyMall,  the  Company and the  Stockholders  now desire to amend the Stock
     Acquisition Agreement to change several of the terms and conditions.

NOW, THEREFORE, in consideration of the foregoing recitals, the execution of the
Stock Acquisition Agreement, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, the parties agree:

I.   The Stock Acquisition Agreement is amended as follows:

     A.   SECTION 1.3(c) is deleted and replaced with:

          1.3(c).  If the closing price of the shares of common stock of SkyMall
          as reported on NASDAQ on the Closing Date is less than $9.00,  SkyMall
          shall issue an additional 25,000 shares of SkyMall common stock to the
          Stockholders.

     B.   SECTION 2(e) is added:

          (e) Each Stockholder represents that he or she is: (i) a sophisticated
          investor;  and (ii) an "accredited  investor," as that term is defined
          in  Rule  501 of  Regulation  D,  or is a  wealthy  and  sophisticated
          investor that is able to bear the economic risk of the  investment for
          an indefinite period of time and that, by virtue of each Stockholder's
          knowledge and experience in financial and business  matters is capable
          of evaluating the merits and risks of the investment.

     C.   SECTION 6.10 is added as follows:

          6.10  The Stockholders  warrant  that  they will not  transfer,  sell,
          assign or in any way  dispose of any shares of  SkyMall  common  stock
          acquired as a result of this  Agreement  until  thirty (30) days after
          the release of SkyMall next  quarterly  earnings  report.  The parties
          acknowledge  and agree that this date is currently  contemplated as on
          or about December 15, 1999. The Stockholders further warrant that they
          shall not take any action that shall  violate the rules  allowing this
          transaction to be accounted for as pooling of interests.

     D.   SECTION 8.8 is deleted and replaced with:

          8.8  On or prior to the Closing  Date,  the Buyer  and Lorne  Grierson
          shall  have  executed  an  employment   contract  and  non-competition
          agreement.

II.  Capitalized  terms used  herein  and not  defined  herein  shall have their
     respective meanings assigned to them in the Stock Purchase Agreement.

III. The Stock Purchase Agreement, as amended by this Amendment, shall remain in
     full  force  and  effect  following  the  execution  and  delivery  of this
     Amendment. This Amendment may be executed in one or more counterparts, each
     of which  shall be  deemed  an  original  and all of which  together  shall
     constitute one and the same agreement.  This Amendment shall be governed by
     and  construed  under and  pursuant  to the laws of the  State of  Arizona,
     without regard to its principles of conflicts of laws.


<PAGE>

IV.  In the  event of a  conflict  between  the  terms  and  conditions  of this
     Amendment and the terms and conditions of the Stock Purchase Agreement, the
     terms and conditions of this Amendment shall control.

IN WITNESS WHEREOF,  this Amendment has been duly executed by the parties hereto
as of and on the date first above written.

                                          BUYER:

                                          SkyMall, Inc.
ATTEST:

/s/ Steven T. Lawrence                    By:  /s/ Christine A. Aguilera
-----------------------------------           ----------------------------------
Assistant Secretary                                Christine A. Aguilera
                                          Title:   Executive Vice President of
                                                   Business Development
                                          Address: 1520 East Pima Street
                                                   Phoenix, AZ 85034

                                          COMPANY:

                                          Disc Publishing, Inc.,
                                             a Utah corporation
ATTEST:

/s/                                       By:  /s/ Lorne Grierson
-----------------------------------           ----------------------------------
Assistant Secretary                                Lorne Grierson
                                          Title:   President and Chief Executive
                                                     Officer
                                          Address: 1875 South State Street,
                                                   Suite 3000
                                                   Orem, Utah 84097

                                          STOCKHOLDERS:


                                          By:  /s/ Warren Osborn
                                              ----------------------------------
                                                   Warren Osborn

                                          By:  /s/ Lorne Grierson
                                              ----------------------------------
                                                   Lorne Grierson


                                          By: /s/ Kyle Love, Trustee
                                              ----------------------------------
                                                   Kyle Love
                                              On behalf of KCL NACT Unitrust

                                          By: /s/ Bart Howell
                                              ----------------------------------
                                                  Bart Howell

                                          By: /s/ David E. Hardy
                                              ----------------------------------
                                                  David E. Hardy

                                          FLAMINGO PARTNERSHIP

                                          By: /s/ R. Roney
                                              ----------------------------------

                                       2

Source: OneCLE Business Contracts.