Hilton Hotels Corporation (NYSE: HLT) and SkyMall, Inc. (Nasdaq: SKYM) today announced they have reached an agreement to develop co-branded retail and custom shopping solutions from Hilton`s corporate website.

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.”

About SkyMall, Inc.:

Founded in 1989, SkyMall(R) 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 its skymall.com, inc. subsidiary, which operates the skymall.com(R) and skymalltravel.com(R) Web sites, SkyMall offers an expanded selection of products and services to online shoppers and enables other companies to conduct electronic commerce using skymall.com`s merchant solution. SkyMall provides a merchandise redemption program for a number of loyalty programs, allowing consumers to purchase SkyMall merchandise with loyalty points earned in other programs. Through Durham & Company, a SkyMall subsidiary, SkyMall offers high-quality logo merchandise via its catalogs, workplace initiatives and the durham.skymall.com Web site. SkyMall`s subsidiary, Disc Publishing, Inc., produces the CD-Rom, SkyDisc(TM), which provides advertising, entertainment and e-commerce shopping links to business travelers through airline seat pocket distribution and the skydisc.com Web site. For further information and prior press releases, please visit SkyMall`s Web site at www.skymall.com.

About Hilton Hotels Corporation:
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. Its portfolio includes many of the world`s best known and most highly regarded hotel brands, including Hilton(R), Doubletree(R), Embassy Suites(R), Hampton Inn(R), Hampton Inn & Suites(R), Harrison Conference Centers(R), Hilton Garden Inn(R), Homewood Suites(R) by Hilton, Red Lion Hotels & Inns(R) and Conrad International(R). For more information on our family of brands, please visit www.hilton.com.

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. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to the continued functionality of the companies` web sites and information technology infrastructure, the technical ability to meet the demands of changing consumer needs and managing a growing business, the ability of SkyMall and Hilton Hotels Corporation to implement the program described herein, as well as those factors detailed by SkyMall, Inc. and Hilton Hotels Corporation in its filings with the Securities and Exchange Commission.

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