Sample Business Contracts


Employment Agreement - SkyMall Inc. and Curtis D. Brown

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                              EMPLOYMENT AGREEMENT


THIS AGREEMENT is made this 14th day of January,  1999, by and between  SkyMall,
Inc., a Nevada corporation ("Employer"), and Curtis D. Brown ("Employee"):

                                    RECITALS

     A.   Employer wishes to retain the services of Employee in order to utilize
Employee's skills, talents and abilities;

     B.   Employee wishes to be employed by Employer as Chief Technology Officer
of SkyMall.com, a wholly-owned subsidiary of Employer;

     C.   Employer  does not wish to  receive or utilize in any manner any trade
secrets or other confidential or proprietary information of another company that
Employee may have had access to by virtue of his prior employment;

     D.   Employee  understands that he must not provide Employer with any trade
secrets or other confidential or proprietary information of another company that
Employee may have had access to by virtue of his prior employment; and

     E.   Employer  and  Employee  wish  to  memorialize   the  terms  of  their
agreement.

                                    AGREEMENT

     In consideration of Employer's employment of Employee,  the compensation to
be paid to Employee, and the mutual covenants and promises contained herein, the
parties agree as follows:

     1.   EMPLOYMENT. Employer shall employ Employee as Chief Technology Officer
of SkyMall.com,  and Employee shall accept such employment and agrees to perform
his duties and  responsibilities  in  accordance  with the terms and  conditions
herein.

     2.   TERM.  The term of the employment of Employee by Employer shall be for
a period of three years, commencing on February 16, 1999, and ending on February
16, 2002,  unless  sooner  terminated in  accordance  with  paragraph 14 of this
Agreement.  The  employment  of Employee  may be renewed by a written  agreement
signed by Employee and Employer  specifically renewing Employee's employment and
specifying a renewal  term.  Neither the  Employee  nor  Employer  will have any
obligation to renew the employment.

     3.   EMPLOYEE'S  OBLIGATIONS AND DUTIES. During the term of his employment,
and except  during  vacation  periods and  reasonable  periods of absence due to
sickness,  personal  injury or other approved  leave of absence,  Employee shall
devote his full time and efforts  during normal  business  hours to the business

<PAGE>

affairs of  Employer.  Employee  shall  perform and  discharge in a diligent and
professional  manner such duties and  responsibilities as may be prescribed from
time to time by Employer.  Notwithstanding the foregoing,  Employee shall report
only to the Chief Information  Officer of Employer or, in the event the position
of  President  of  SkyMall.com  is  created,  to the  person  appointed  to such
position.  Employee agrees to adhere to all of Employer's rules,  policies,  and
procedures  as may be in effect from time to time,  including but not limited to
Employer's  policy requiring  pre-employment  and routine random drug screening,
and any  policies  contained in  Employer's  employee  guidebooks.  Employer may
amend,  revise,  or discontinue  any of its rules,  policies,  and procedures as
Employer deems necessary or desirable.  The terms of Employer's rules, policies,
procedures and employee guidebooks do not create any contractual rights in favor
of Employee. Employer has provided to Employee copies of the Employer's employee
guidebooks that are in effect as of the date hereof.

     4.   ANNUAL BASE SALARY.  During the term of  Employee's  employment  under
this  Agreement,  Employer shall pay Employee an annual base salary of a minimum
of  $250,000.00  (said amount,  together with any increases  thereto as shall be
determined  at  least  annually  within  one  week  of the  performance  reviews
contemplated by paragraph 13 hereof, being hereinafter referred to as "Salary").
Any  Salary  paid  pursuant  to this  paragraph  shall  accrue and be payable in
accordance with the payroll  practices of Employer as may be in effect from time
to time.

     5.   SIGNING BONUS. In consideration for his employment,  Employee shall be
paid a one-time  signing bonus in the amount of $100,000.00  (absent  applicable
taxes and  withholding),  which  shall be  distributed  to  Employee as follows:
one-quarter  of said signing  bonus  ($25,000.00,  absent  applicable  taxes and
withholding)  shall be paid to Employee on February 16,  1999;  one-half of said
signing bonus  ($50,000.00,  absent  applicable taxes and withholding)  shall be
paid  to  Employee  on July 1,  1999;  and  one-quarter  of said  signing  bonus
($25,000.00,  absent applicable taxes and withholding) shall be paid to Employee
on October 1, 1999.  In the event  Employee  is not still  employed  by Employer
through  and until July 1, 1999,  Employee is  obligated  and agrees to repay to
Employer the  one-quarter of the signing bonus  ($25,000.00,  absent  applicable
taxes and withholding), that Employee received on February 16, 1999.

     6.   INCENTIVE BONUS.  During the term of Employee's  employment under this
Agreement,  Employee will be eligible to  participate  in  Employer's  incentive
compensation  plan (a current copy of which has been provided to Employee)  that
will allow Employee to receive,  subject to Board approval,  (i) a cash bonus of
up to  seventy-five  percent (75%) of his Salary (the "Cash Bonus") based on the
financial  performance  of Employer  and other  criteria as may be in good faith
agreed to and determined by the Board of Directors of Employer and Employee from
time to time; and (ii)  additional  awards of stock options based on the formula
provided in the above- referenced incentive compensation plan.

     7.   STOCK  OPTIONS.  Subject  to  approval  by the Board of  Directors  of
Employer  (which  approval  Employer  expects  to  receive),  Employee  shall be
eligible to receive,  pursuant to Employer's  1994 Stock Option Plan, as amended
on April 20, 1998 (a copy of which has been  provided to  Employee),  options to
purchase  75,000  shares of common  stock  par  value  $.001 per share  ("Common
Stock") at the market  price of such Common  Stock on the date of  execution  of
this Agreement.  One-third of such options shall be immediately  vested, and the


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<PAGE>

remaining  two-thirds shall vest as follows:  one-third on the first anniversary
of this agreement and one-third on the second anniversary of this Agreement. The
options,  shall be  covered  by a  separate  written  option  agreement  between
Employer and Employee,  containing  customary  terms and  provisions,  including
without limitation, full vesting upon a sale or change of control of Employer or
SkyMall.com,  which  option  agreement  shall  be  authorized  by the  Board  of
Directors  and  delivered  to Employee  for  execution by no later than ten days
after the date of this Agreement.

     8.   PERSONAL PAID TIME OFF. Employee shall be entitled to 15 personal paid
time off days per year (accrued at the rate of 4.615 hours per pay period).  Any
unused days shall be  forfeited,  and no payment shall be made in lieu of taking
time off.  Employer offers paid holidays to employees on a schedule adopted each
year.

     9.   401(K).  After 90 days of  employment,  Employee  shall be eligible to
participate in Employer's 401(k) Plan that is currently offered through Fidelity
Investments. Employer shall match fifty percent (50%) of Employee's contribution
to the 401(k) Plan (up to 6% of Employee's  Salary) in accordance with the terms
of the 401(k) Plan documents.

     10.  EMPLOYEE BENEFITS. During the term of Employee's employment under this
Agreement,   Employee  shall  be  eligible  for  medical  and  dental  insurance
(beginning on the first day of the month after one full month of employment). In
the interim  period during which Employee shall not be eligible for such medical
and dental  insurance,  the Employer will  compensate  Employee for actual COBRA
expenses  up through  the  effective  date of  enrollment  under the  Employer's
programs. Employer shall also provide to Employee short and long-term disability
insurance  and life  insurance,  all in  accordance  with the standard  benefits
policies and procedures  applicable to employees of Employer  during the term of
this Agreement.

     11.  EXPENSES.   During  the  term  of  Employee's  employment  under  this
Agreement, Employer shall reimburse Employee for all reasonable travel and other
expenses  incurred by Employee in connection with the performance by Employee of
his duties and responsibilities  hereunder,  subject to Employee's submission of
receipts for the expenses,  and in accordance with Employer's  standard policies
as may be in effect from time to time.

     12.  WITHHOLDING OF TAXES.  Employer may withhold from any  compensation or
benefits  payable to Employee under this Agreement all federal,  state and local
taxes as may be required to be withheld by law, regulation or ruling.

     13.  PERFORMANCE  REVIEWS.  Employer  shall  provide  Employee  with annual
performance  reviews  in a manner  deemed  reasonable  by  Employer  in its sole
discretion.

     14.  TERMINATION.  Subject to the express  requirements  of clauses (a) and
(b) below,  Employee's  employment is at will and may be terminated at any time,
by either  party,  with or without  cause,  by providing  written  notice to the
other.

          A.   BY EMPLOYEE.  If Employee's  employment is terminated by Employee
for any reason, or for no reason,  Employer shall have no further  obligation or
liability other than: (i) to provide  Employee his pro-rated  Salary through the


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<PAGE>

last date  Employee  performs work for  Employer;  and (ii) to provide  Employee
continuing benefits as required under COBRA or other applicable law.

          B.   BY EMPLOYER.  If Employee's  employment is terminated by Employer
for any reason other than Good Cause (as defined  below),  then  Employer  shall
continue to pay to Employee the Salary each year through  February 16, 2002.  If
Employee's  employment is  terminated by Employer for Good Cause,  then Employer
shall  have no  further  obligation  or  liability  other  than:  (a) to provide
Employee his pro-rated  Salary through the last date Employee  performs work for
Employer;  and (b) to provide  Employee  continuing  benefits as required  under
COBRA or other  applicable  law.  Anything  in the  preceding  sentences  to the
contrary  notwithstanding,  (i)  Employer  must first give  Employee  reasonable
notice and an opportunity to meet with the President of Employer to discuss such
termination  if  Employee  is to be  terminated  for any reason  other than Good
Cause;  and (ii) Employer must first give Employee  written notice that Employee
is being terminated for Good Cause,  specifying in writing in reasonable  detail
the basis for such termination and such basis in fact constituting Good Cause.

               "GoodCause"  shall mean the  occurrence  of any of the  following
circumstances:  (i) Employee  becomes unable to perform the duties and essential
functions of his job due to mental or physical  disability  for a period of more
than 13 weeks;  (ii) Employee  refuses or neglects to perform duties  reasonably
assigned to him,  provided that Employer first gives Employee written notice and
such  refusal or neglect by Employee  continues  for a period of five days after
such notice;  (iii)  Employee fails to devote his full working time to Employer,
provided  that  Employee is first given an  opportunity  to cure;  (iv) Employee
commits any act of dishonesty or disloyalty  that is  detrimental  in a material
respect to the Employer; (v) Employee dies; or (vi) Employee breaches any of the
terms of this  Agreement,  including but not limited to paragraphs 3, 15, 16 and
17  hereof,  and such  breach  has or is  reasonably  likely to have a  material
adverse effect on Employer.

     15.  CONFIDENTIALITY.

          A.   CONFIDENTIAL  MATERIAL. In the course of Employee's employment by
Employer,  Employee  will be given  access to and become  acquainted  with trade
secrets and various other  proprietary or confidential  technical and commercial
information,  including,  but  not  limited  to,  the  following:  (i)  business
strategies,  pricing,  marketing  and  cost  data;  (ii)  technical  information
regarding  Employer's  products  and  services;   (iii)  confidential   customer
information;  (iv)  customer and supplier  lists;  (v) contents of contracts and
agreements  with partners,  merchants,  customers and  suppliers;  (vi) customer
requirements  and   specifications;   and  (vii)  e-commerce   designs,   plans,
development  techniques  and  other  products  or  processes,   whether  or  not
copyrighted  by  Employer.  All items  described in the  foregoing  sentence are
defined herein as "Confidential  Material,"  provided that the term Confidential
Material  shall not include  any  information  (x) that is or becomes  generally
publicly available (other than as a result of violation of this Agreement by the
Employee),  (y) that the Employee  receives on a  non-confidential  basis from a
source (other than the  Employer)  that is not known by the Employee to be bound
by an obligation of secrecy or confidentiality to the Employer,  or (z) that was
in the possession of the Employee prior to disclosure by the Employer.  Employee


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<PAGE>

further  acknowledges  that the  Confidential  Material  has been  developed  or
acquired by the Employer  through  expenditure of substantial  time,  effort and
money, and that the Confidential  Material  provides  Employer with an advantage
over competitors.

          B.   NON-DISCLOSURE   AGREEMENT.   In  consideration   for  access  to
Confidential Material, Employee agrees that during his employment and continuing
for two years  thereafter,  he shall not directly or indirectly  disclose or use
for any reason whatsoever any Confidential Material obtained by him by reason of
his  employment  with  Employer,  except as required to conduct the  business of
Employer  or as  authorized  by  express  written  permission  of the  Board  of
Directors of Employer or as otherwise required by law.

          C.   OWNERSHIP  OF  DATA.  Employee  confirms  that  all  Confidential
Material and all  documents  reflecting  such  information  remain the exclusive
property of Employer. All business records,  papers, documents or other data, in
whatever  form,  kept or made by Employee  relating to the business of Employer,
shall be and shall remain the property of Employer during the term of Employee's
employment and at all times thereafter. Employee will grant and hereby grants to
Employer the sole and exclusive  ownership of (including  the sole and exclusive
right to  reproduce,  use or  disclose  for any  purpose)  any and all  reports,
drawings, data, programs,  plans, writings or other information made or prepared
by Employee alone or with others during the term of his  employment  that relate
to his employment or Employer's business.

          D.   REMEDIES.  Employee  hereby  agrees  that  damages  and any other
remedy  available  at law would be  inadequate  to redress or remedy any loss or
damage suffered by Employer upon any breach of the terms of this paragraph 15 by
Employee, and Employee therefore agrees that Employer, in addition to recovering
on any claim for damages or obtaining  any other remedy  available at law,  also
may  enforce  the  terms  of  this   paragraph  15  by  injunction  or  specific
performance,  and may obtain any other  appropriate  remedy available in equity.
Employee  further  acknowledges  and agrees that  Employer  shall be entitled to
recover  attorneys' fees and costs associated with enforcement of this paragraph
15.

     16.  NON-COMPETE AGREEMENT.

          A.   HIGHLY-COMPETITIVE  MARKET. Employee acknowledges and agrees that
Employer's products and services are sold and performed in a  highly-competitive
market.  Employee acknowledges that the services he may render to Employer,  the
information  exchanged  between all parties in connection  with rendering  those
services, and Employer's relationships with customers, airlines,  transportation
companies,  catalog  retailers,  vendors,  banks,  accountants,  and  any  other
Employer program participants, business partners or similar parties, are each of
a unique  and  valuable  character.  Employee  acknowledges  that the market for
Employer's products and services is national and international in scope.

          B.   LIMITATION OF ACTIVITIES.

               (i)  Employee agrees that during his Employment with Employer and
for a period of two years  after the  later of  either  (x) the  termination  of
Employee's  employment with Employer,  or (y) February 16, 2002,  Employee shall
not solicit,  directly or  indirectly,  any vendors or customers of Employer for
any Competitor, as that term is defined below. In addition, Employee agrees that


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<PAGE>

he will not, for that same period of time, recruit, hire or induce,  directly or
indirectly,  any employee or business partner of Employer to provide services to
any other person or entity  other than  Employer,  unless the  departure of that
employee or business  partner from Employer  would not reasonably be expected by
Employer  to have a  material  impact on the  operations  of the  employee's  or
business partner's office, or otherwise have a detrimental effect on Employer as
a whole.

               (ii) Employee agrees that during his Employment with Employer and
for a period of six months after the  termination of Employee's  employment with
Employer, Employee shall not engage in, plan for, organize, work for, or assist,
directly or indirectly,  any Competitor in a manner that would be competitive to
Employer, nor use Employee's knowledge of Employer or its business in any manner
that competes with Employer.  During this six month period, Employer will pay to
Employee the sum of  $20,833.00  per month,  to be paid in  accordance  with the
payroll  practices  of  Employer  at that  time,  except  that  Employer  is not
obligated to pay Employee under this paragraph  during any time that Employee is
receiving  payments under  paragraph  14(b) hereof.  The foregoing  restrictions
shall be understood to prohibit  Employee  from  participating  in the following
non-exclusive list of activities:

                    (a)  Providing   services   as   an   employee,    director,
consultant, agent, or representative to a Competitor;

                    (b)  Owning,  either directly or indirectly or through or in
conjunction  with one or more  members of his family or his  spouse's  family or
through any trust or other contractual arrangement,  a greater than five percent
(5%) interest in, or otherwise controlling,  either directly or indirectly,  any
partnership,  corporation,  or other entity which has products and services that
are  competitive  to any  products  and  services  being  developed or otherwise
offered by Employer or being  actively  developed  by Employer  with a bona fide
intent to market same.

               (iii)In  the  event  Employee  breaches  this  provision  of  the
Agreement,  he agrees to repay Employer  within 10 days any payments he received
under paragraph 16(b)(ii) above, which repayment shall not release Employee from
any legal claims that Employer may have against Employee for his breach.

               (iv) Notwithstanding  the  foregoing  provisions,   upon  written
request by Employee explaining Employee's  opportunities that would otherwise be
prohibited  under  paragraph  16(b)(ii)  hereof or on Employer's own initiative,
Employer may waive the  foregoing  restrictions.  In the event  Employer does so
waive its  rights to enforce  the  provisions  of  paragraph  16(b)(ii)  hereof,
Employer will be relieved of its  obligation to pay Employee in accordance  with
that  provision,  which relief shall be effective  immediately  upon delivery to
Employee of Employer's  written  release of Employee under  paragraph  16(b)(ii)
hereof.

               (v)  As used in this  paragraph  16, the term  Employer  includes
SkyMall, Inc. and any of its affiliates or subsidiaries,  or any entity in which
SkyMall,  Inc.  has a direct  or  indirect  equity  interest.  A  Competitor  is
understood and agreed by Employer and Employee to mean any person or entity that
is engaged  in, or has plans to engage in within the  subsequent  6 months,  any


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<PAGE>

business  activity or operations  that Employer is also engaged in, or for which
Employer had written business plans to engage in (created in the usual course of
business),  at the time of the  Employee's  departure  from  Employer;  it being
agreed by Employer that,  where  necessary to enable Employee to avoid breaching
the  provisions of this paragraph 16 and subject to Employee's  compliance  with
the provisions set forth in paragraph 15, Employee shall be given full access to
such plans

          C.   REMEDIES.  Employee  hereby  agrees  that  damages  and any other
remedy  available  at law would be  inadequate  to redress or remedy any loss or
damage suffered by Employer upon any breach of the terms of this paragraph 16 by
Employee, and Employee therefore agrees that Employer, in addition to recovering
on any claim for damages or obtaining  any other remedy  available at law,  also
may  enforce  the  terms  of  this   paragraph  16  by  injunction  or  specific
performance,  and may obtain any other  appropriate  remedy available in equity.
Employee  further  acknowledges  and agrees that  Employer  shall be entitled to
recover  attorneys' fees and costs associated with enforcement of this paragraph
16.

               If any provision of this  paragraph 16 is deemed,  as a matter of
law, to be unreasonable as to time, area, or scope by any court, then such court
shall have  authority to modify this  paragraph as to time,  area or scope,  but
only to the limited  extent  necessary  to make this  paragraph  reasonable  and
enforceable.

     17.  EMPLOYEE'S REPRESENTATIONS AND WARRANTIES. As a material inducement to
Employer to enter this Agreement,  Employee makes the following  representations
and warranties:

          A.   BOARD OF DIRECTORS.  Employee  represents and warrants that he is
not  currently  a member  of the board of  directors  of any  other  company  or
business  entity.  Employee  shall not accept any  appointments  to serve on any
other boards without prior written approval of Employer.

          B.   NO BREACH OF PRIOR  AGREEMENT.  Employee  represents and warrants
that his  employment  with Employer and his  recruitment  of other  employees on
behalf of Employer will not result in his violating any  agreements  that he may
have with any third party.

          C.   NO SHARING OF CONFIDENTIAL  INFORMATION.  Employee represents and
warrants  that he shall not  disclose  to  Employer  any trade  secrets or other
confidential  or proprietary  information  of another  company that Employee may
have had access to by virtue of his prior employment.

     18.  RETURN OF MATERIALS. Employee shall return to Employer promptly at its
request all  materials  furnished  to Employee  by  Employer  and all  materials
prepared by Employee that contain Confidential Material together with all copies
thereof.

     19.  NOTICES.  Any  notice or other  communication  required  or  permitted
hereunder  shall be sufficient  if given in writing and delivered  personally or
mailed by  registered  or certified  mail,  return  receipt  requested,  postage


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<PAGE>

prepaid and addressed to the parties at the addresses listed below. Either party
may designate a different address by notice so given.

               Employer:        Christine Aguilera, Esq.
                                General Counsel
                                SkyMall, Inc.
                                1520 East Pima Street
                                Phoenix, Arizona  85034

               Employee:        Mr. Curtis D. Brown
                                200 Diplomat Drive
                                Mt. Kisco, New York 10549

               With a
               copy to:         Reboul, MacMurray, Hewitt, Maynard & Kristol
                                45 Rockefeller Plaza
                                New York, New York 10111
                                Attn: Kristopher D. Brown, Esq.

     20.  ARBITRATION.  To the extent  permitted by applicable law, all disputes
arising from or in connection  with this  Agreement  will be finally  settled by
arbitration.  The  arbitration  will be held in  Maricopa  County,  Arizona,  in
accordance with arbitration rules of the American Arbitration Association, by an
arbitrator mutually agreed upon by the parties.  The parties agree that judgment
upon the award  return by the  arbitrator  may be  entered  in any court  having
jurisdiction thereof.

     21.  GOVERNING  LAW AND  CHOICE OF  FORUM.  The  validity,  interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of Arizona  without  regard to its  conflicts of law  principles.  The
parties  agree  that any legal  suit,  action or  proceeding  arising  out of or
related to this  Agreement  shall be  instituted  in a state or federal court of
competent  jurisdiction located in Maricopa County,  Arizona. The parties accept
the exclusive  jurisdiction of the aforesaid courts, and irrevocably agree to be
bound by any judgment rendered by said courts in connection with this Agreement.
All costs incurred in connection with any such suit,  action or proceeding shall
be borne by the non-prevailing party.

     22.  INDEMNIFICATION  OF EMPLOYEE.  Employer  and Employee  will enter into
Employer's standard form Indemnification  Agreement, a copy of which is attached
hereto as Exhibit A.

     23.  SEVERABILITY.  The invalidity or  unenforceability of any provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

     24.  AMENDMENT. This Agreement shall not be modified,  amended or rescinded
except by written instrument duly executed by Employee and Employer.


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<PAGE>

     25.  COUNTERPARTS.  This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

     26.  CAPTIONS AND HEADINGS. The captions and headings of this Agreement are
for  convenience  of reference  only and shall not be considered to be a part of
this Agreement,  affect the meaning or interpretation  of this Agreement,  or be
used in determining the intent of the parties.

     27.  SURVIVAL.  The  provisions of  paragraphs 15 and 16 of this  Agreement
shall remain in full force and effect  following the  termination  of Employee's
employment  or the  termination  of this  Agreement,  for the  periods set forth
therein.

     28.  SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
and be enforceable by Employer's successors and assigns, and is fully assignable
by Employer to any of Employer's current or future affiliates and subsidiaries.

     29.  ENTIRE AGREEMENT.  Except as stated herein,  this Agreement sets forth
the entire  understanding  of the  parties  hereto  with  respect to the subject
matter hereof.


SKYMALL, INC.,
A NEVADA CORPORATION


By: /s/ Robert M. Worsley                    Date:        1/15/99
    ---------------------------------              ----------------------
    Robert M. Worsley
    Its:  President and CEO



/s/ Curtis D. Brown                          Date:        1/14/99
-------------------------------------              ----------------------
Curtis D. Brown


                                       9

<PAGE>
                                                                       Exhibit A

                               INDEMNITY AGREEMENT


     By this Indemnity  Agreement (this  "Agreement"),  SkyMall,  Inc., a Nevada
corporation , and its wholly-owned subsidiary,  SkyMall.com  (collectively,  the
"Company"),  and the undersigned  officer  ("Officer") of the Company,  warrant,
covenant and agree as follows:

     WHEREAS,  Officer is a senior executive of the Company and in such capacity
is performing a valuable service for the Company; and

     WHEREAS,  in order to induce Officer to serve as an officer of the Company,
the Company desires to enter into this contact with Officer.

     NOW,  THEREFORE,  in  consideration  of Officer's  continued  service as an
officer after the date hereof, the parties hereto agree as follows:

1.   INDEMNIFICATION  OF OFFICER.  Subject to Section 2 below, the Company shall
hold  harmless and  indemnify  Officer  against any and all expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred by Officer in connection  with any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  to which  Officer is, was or at any time becomes a party,  or is
threatened to be made a party,  by reason of the fact that Officer is, was or at
any time becomes a director, officer, employee or agent of the Company, or is or
was  serving or at any time  serves at the request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise  to the extent  currently  set forth in the Company's
Bylaws,  a copy of which is attached as Exhibit "A." No amendment or termination
of the  Company's  Articles  of  Incorporation  or the  Bylaws  shall  affect or
terminate the contracted rights granted to the Officer hereunder.

2.   LIMITATIONS ON  INDEMNIFICATION.  No indemnity pursuant to Section 1 hereof
shall be paid by the Company:

     (a)  Except  to the  extent  the  aggregate  of  losses  to be  indemnified
hereunder  exceeds the amount of the losses for which the Officer is indemnified
pursuant to any policy of insurance purchased and maintained by the Company;

     (b)  In respect to  remuneration  paid to Officer if it shall be determined
by a final judgment or other final  adjudication  that such  remuneration was in
violation of law;

     (c)  On account of any suit in which final  judgment  is  rendered  against
Officer or an accounting of profits made from the purchase or sale by Officer of
securities  of the Company  pursuant to the  provisions  of Section 16(b) of the
Securities  Exchange Act of 1934 and amendments thereto or similar provisions of
any law; or

<PAGE>

     (d)  If a final  adjudication by a Court having  jurisdiction in the matter
establishes that Officer's acts or omissions  involved  intentional  misconduct,
fraud or a knowing violation of the law and was material to the cause of action.

3.   CONTINUATION OF  INDEMNIFICATION.  All obligations of the Company hereunder
shall  continue  during the period Officer is a director,  officer,  employee or
agent of the  Company  (or is or was  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise)  and shall continue  thereafter so long as
Officer  shall be  subject  to any  possible  claim or  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal or investigative,
by reason of the fact that  Officer  was a director of the Company or serving in
any other capacity referred to herein.

4.   NOTIFICATION  AND  DEFENSE  OF CLAIM.  Officer  shall  promptly  notify the
Company of any  matter  which is or may be the  subject  of any  indemnification
claim hereunder. Promptly after receipt by Officer of notice of the commencement
of any action, suit or proceeding, Officer will notify the Company thereof. With
respect to any such action, suit or proceeding:

     (a)  The  Company  will  be  entitled  to  participate  therein  at its own
expense;

     (b)  Except as otherwise  provided  below,  to the extent that it may wish,
the Company,  jointly with any other  indemnifying  party may assume the defense
thereof, with counsel reasonably  satisfactory to Officer. After notice from the
Company to Officer of its election so to assume the defense thereof, the Company
will not be  liable to  Officer  for any  legal or other  expenses  subsequently
incurred by Officer in connection with the defense thereof other than reasonable
costs of  investigation or as otherwise  provided below.  Officer shall have the
right to employ  counsel in such action,  suit or  proceeding,  but the fees and
expenses  of  such  counsel  incurred  after  notice  from  the  Company  of its
assumption of the defense  thereof shall be at the expense of Officer unless (i)
the  employment of counsel by Officer has been  authorized by the Company,  (ii)
Officer shall have reasonably concluded that there may be a material conflict of
interest  between  the Company and Officer in the conduct of the defense of such
action or (iii) the Company  shall not in fact have  employed  counsel to assume
the  defense of such  action,  in each of which  cases the fees and  expenses of
counsel  shall be borne by the  Company.  The  Company  shall not be entitled to
assume the defense of any action,  suit or proceeding brought by or on behalf of
the Company or as to which  Officer shall have made the  determination  provided
for in (ii) above.

     (c)  The  Company  shall  not be  liable  to  indemnify  Officer  under the
Agreement  for any amounts paid in  settlement  of any action or claim  effected
without its written consent. The Company shall not settle any action or claim in
any manner  which would  impose any material  penalty or  limitation  on Officer
without  Officer's  consent.  Neither the Company nor Officer will  unreasonably
withhold  its or his  consent  to any  settlement  proposed  by the other of any
matter for which  indemnity  is provided  hereunder,  including  any  settlement
including a penalty or limitation on the Officer.

5.   PREPAID  EXPENSES.  The expenses  (including  attorneys'  fees) incurred by
Officer in  investigating,  defending,  or appealing any threatened,  pending or
completed action, suit or proceeding covered hereunder,  whether civil criminal,


                                       2
<PAGE>

administrative or investigative,  including without  limitation any action by or
in the right of the  Company  (other than  expenses  to be paid  directly by the
Company in assuming the defense of any matter  covered hereby under Section 4(b)
hereof), shall be paid in advance by the Company.

6.   REPAYMENT OF EXPENSES. Officer shall reimburse the Company for all expenses
paid  by the  Company  in  defending  any  civil  or  criminal  action,  suit or
proceeding  against Officer in the event and only to the extent that is shall be
finally determined that Officer is not entitled to be indemnified by the Company
for such expenses under the Agreement or otherwise.

7.   OTHER RIGHTS AND  REMEDIES.  The rights  provided by any  provision of this
Agreement shall not be deemed exclusive or any other rights to which Officer may
be entitled under any provision of law, any Articles,  any Bylaw,  this or other
agreement,  vote of Stockholders or otherwise, both as to action in his official
capacity  and as to  action  in  another  capacity  while  occupying  any of the
positions  or having any of the  relationships  referred to in Section 1 of this
Agreement,  and shall  continue after Officer has ceased to occupy such position
or have such relationship.

8.   ENFORCEMENT.  In the event  Officer  is  required  to bring  any  action to
enforce  rights or to collect  monies due under this Agreement and is successful
in such action,  Company shall reimburse Officer for all of Officer's reasonable
fees and expenses in bringing and pursuing such action.

9.   SEPARABILITY.  Each of the  provisions of this  Agreement is a separate and
distinct  agreement  and  independent  of the others,  so that if any  provision
hereof  shall  be held to be  invalid  or  unenforceable  for any  reason,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of the other provisions hereof.

10.  MISCELLANEOUS.   This  Agreement  shall  be  interpreted  and  enforced  in
accordance with the laws of Nevada. This Agreement shall be binding upon Officer
and upon Company,  its successors and assigns, and shall inure to the benefit of
Officer, his heirs,  personal  representatives and assigns and to the benefit of
the Company, its successors and assigns. No amendment, modification, termination
or cancellation  of this  Agreement,  other than pursuant to Section 9, shall be
effective unless in writing signed by both parties hereto.


                                       3
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
January 14, 1999.


SKYMALL, INC.



By: /s/  Robert M. Worsley
    ---------------------------------
    Name:  Robert M. Worsley
    Title: CEO


OFFICER



/s/ Curtis D. Brown
-------------------------------------
    Name: Curtis D. Brown


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