The travelers e-shop, which is anticipated to debut at the beginning of June, will consist of a customized Internet shopping site from www.hilton.com. This �virtual mall� will allow customers to make purchases from a wide array of SkyMall�s premier merchants. Both Hilton and SkyMall will promote the travelers e-shop program through newsletters and brochures, e-mails, direct mail campaigns and other targeted communications to their respective customers.

�We are very pleased to have the opportunity to join forces with Hilton, an undisputed leader in the travel industry, and provide their customers with our unique assortment of high-quality merchandise and logo gear,� said Thomas Edwards, president of SkyMall Ventures, Inc. (a SkyMall subsidiary). �Our electronic commerce experience and sophisticated technology infrastructure allows us to provide a significant added value to Hilton�s electronic program.
�The Hilton agreement is right on strategy for SkyMall. It increases our ability to encourage repeat purchase in a highly desirable customer base. Furthermore, this new relationship continues our business-to-business initiatives in electronic commerce, while sharing our core competencies without incurring significant customer acquisition costs.�

Under the same agreement, Durham & Company (a SkyMall subsidiary) will establish a separate Internet portal for meeting planners, businesses, associations and other organizations to purchase incentive awards and order corporate logo merchandise for the thousands of meetings and conventions held at Hilton�s portfolio of properties each year.

�Hilton continues to provide leading-edge technology and services for use by all of its constituents,� said Robert E. Dirks, senior vice president�marketing for Hilton Hotels Corporation. �By joining forces with SkyMall and its subsidiaries we will add greater value to our site visitors and create new and innovative e-business initiatives that will add other dimensions to our customers� Internet experiences.�

Founded in 1989, SkyMall® is a multi-channel specialty retailer that provides a vast selection of premium-quality products and services to consumers from a wide variety of merchants and partners. SkyMall is best known for its in-flight catalog, which is available on more than 70% of all domestic airlines, reaching approximately 500 million domestic airline passengers annually. Through Durham & Company, a SkyMall subsidiary, SkyMall offers high-quality logo merchandise via its catalogs, workplace initiatives and the durham.skymall.com Web site.  www.skymall.com. 

Hilton Hotels Corporation is recognized internationally as a preeminent hospitality company.  The company develops, owns, manages or franchises more than 1,800 hotels, resorts and vacation ownership properties. 

This news release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.