STUDENT ADVANTAGE INC, S-1/A, 1999-05-24

STUDENT ADVANTAGE INC
S-1/A, 1999-05-24
MEMBERSHIP ORGANIZATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999

REGISTRATION NO. 333-75807
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STUDENT ADVANTAGE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 8699 04-3263743
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

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280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(617) 912-2011
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

RAYMOND V. SOZZI, JR.
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
STUDENT ADVANTAGE, INC.
280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(617) 912-2011
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

------------------------

COPIES TO:

<TABLE>
<S> <C>
MARK G. BORDEN, ESQ. LAWRENCE S. WITTENBERG, ESQ.
HALE AND DORR LLP TESTA, HURWITZ & THIBEAULT, LLP
60 STATE STREET 125 HIGH STREET
BOSTON, MASSACHUSETTS 02109 BOSTON, MASSACHUSETTS 02110
TELEPHONE: (617) 526-6000 TELEPHONE: (617) 248-7000
TELECOPY: (617) 526-5000 TELECOPY: (617) 248-7100
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED MAY 24, 1999

[STUDENT ADVANTAGE LOGO]

6,000,000 SHARES
COMMON STOCK

Student Advantage, Inc. is offering 6,000,000 shares of its common stock.
This is Student Advantage's initial public offering and no public market
currently exists for its shares. We have applied for approval for quotation on
the Nasdaq National Market under the symbol "STAD" for the shares we are
offering. We anticipate that the initial public offering price will be between
$10.00 and $12.00 per share.

------------------------------

INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 7.

------------------------------

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public Offering Price....................................... $ $
Underwriting Discounts and Commissions...................... $ $
Proceeds to Student Advantage............................... $ $
</TABLE>

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

Student Advantage has granted the underwriters a 30-day option to purchase
up to an additional 900,000 shares of common stock to cover over-allotments.
BancBoston Robertson Stephens Inc. expects to deliver the shares of common stock
to purchasers on , 1999.

------------------------------

BANCBOSTON ROBERTSON STEPHENS

PRUDENTIAL SECURITIES

VOLPE BROWN WHELAN & COMPANY
WIT CAPITAL CORPORATION
The date of this Prospectus is , 1999.
<PAGE> 3
The inside front cover has the Student Advantage logo at the top of the
page with the heading "Student Advantage" beneath the logo. The caption beneath
the logo is "A leading resource and advocate for students, creating access for
businesses by working with universities." Beneath the caption is the heading
"studentadvantage.com". Beneath "student advantage.com" is a scroll containing
the quote "The COOLEST College Lifestyle Web Hub" from Yahoo! Internet Life, May
1999. Below the scroll are six computer screen shots in two rows of three of
Student Advantages' Website, studentadvantage.com. The top center computer
screen shot depicts the home page of www.studentadvantage.com. The top left
computer screen depicts "e-commerce" provided by the Website and the top right
computer screen depicts certain "content" provided by the Website. The bottom
left screen depicts "college sports" content provided by the FANSonly Website
with "(Acquisition Pending)" below the graphic. The bottom center screen depicts
content from the "Bulletin Board." The bottom right screen depicts content
provided by "College News" through the U-Wire news feed.
<PAGE> 4
The graphic covering the gatefold pages depicts various products and
services provided to the three communities served by Student Advantage. The
heading "Student [logo] Advantage" is centered across the top of the two pages.
Directly below the heading are six computer screen shots of Student Advantage's
Web-site, studentadvantage.com. The six screen shots are the same as the ones on
the previous page. In the center of the six screen shots is the heading
"studentadvantage.com" and a scroll containing the quote "The COOLEST College
Lifestyle Web Hub" from Yahoo! Internet Life, May 1999. In the upper left hand
corner of the page is the heading "Universities" and the text "Colleges can
generate goodwill and help reduce the cost of student life by making the Student
Advantage Membership Program readily available to students." Beneath this is a
graphic of the U-Wire logo and the text "A daily electronic news service of
college news, sports, opinion and entertainment content collected from over 400
college newspapers.". Centered below the computer screen shots is the heading
"Students" and the text "Over 1,000,000 students receive ongoing discounts from
over 40 national sponsors and 12,000 sponsors in 115 local markets." To the left
of this heading is a graphic depicting four covers of SAM, Student Advantage
Magazine and the text "The Student Advantage membership includes a subscription
to SAM - Student Advantage Magazine. Mailed directly to our members, SAM
includes lifestyle and practical content for students, and updates on new
discounts and privileges available to members". To the right of the heading is a
graphic of a Student Advantage membership card and the text "Student Advantage
members display this hard-plastic card or provide their membership number online
to receive discounts from national and local sponsors. In the upper right hand
corner is the heading "Businesses" and the text "Businesses gain access to a
marketing platform which connects them with a large, demographically attractive
market." Beneath this are logos for the following corporate sponsors: Amtrak,
AT&T, Tower Records, Staples, Foot Locker, Greyhound, 1-800-Flowers, IBM, The
Princeton Review and Dollar Rent A Car.

<PAGE> 5

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS. IN THIS PROSPECTUS, "STUDENT ADVANTAGE," "WE," "US"
AND "OUR" REFER TO STUDENT ADVANTAGE, INC.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Summary..................................................... 4
Risk Factors................................................ 7
Forward-Looking Statements.................................. 16
Use of Proceeds............................................. 17
Dividend Policy............................................. 17
Capitalization.............................................. 18
Dilution.................................................... 19
Selected Financial Data..................................... 20
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 21
Business.................................................... 32
Management.................................................. 44
Certain Transactions........................................ 51
Principal Stockholders...................................... 54
Description of Capital Stock................................ 56
Shares Eligible for Future Sale............................. 58
Underwriting................................................ 60
Legal Matters............................................... 62
Experts..................................................... 62
Additional Information...................................... 62
Index to Financial Statements............................... F-1
</TABLE>

3
<PAGE> 6

SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary may not contain all of the information that you should consider
before investing in our common stock. You should read the entire prospectus
carefully, including "Risk Factors" and the financial statements and the related
notes.

STUDENT ADVANTAGE

Our Business............Student Advantage is dedicated to serving the needs of
college students through our leading membership program
and studentadvantage.com Web site. With our national
fee-based membership program, we have created a
community of over 1,000,000 student members. Our members
receive a variety of services and benefits, including
ongoing discounts on products and services offered by
national and local vendors. With studentadvantage.com,
we seek to enhance our brand online and provide
additional services to our members, businesses and
colleges with the objective of becoming the leading
online destination for college students.

We believe that Student Advantage appeals to students,
businesses and schools because we provide a combination
of the following benefits:

- For students, a valuable program that offers ongoing
discounts, as well as online content, community and
e-commerce targeted at their particular needs,

- For businesses, targeted online and offline access to
an attractive demographic group through a trusted
brand, and

- For schools, a useful resource that they may offer to
their students.

Our position at the intersection of these three groups
has enabled us to create a powerful vehicle for
advertising and commerce directed at the student market.

We generated total revenue of $17.4 million in 1998 and
$4.2 million in the first quarter of 1999, and incurred
a net loss of $5.1 million in 1998 and $2.2 million in
the first quarter of 1999.

Our Products and
Services..............Membership in Student Advantage provides students with
discounts on products and services offered by over 40
national sponsors, including Amtrak, AT&T, Foot Locker,
Greyhound, Staples and Tower Records, and over 12,000
local sponsors in 115 local markets. Student members
also receive SAM, the Student Advantage magazine.

A key component of our strategy is to make our Web site
the centerpiece of our membership program. We currently
offer content and services to all students through
studentadvantage.com, including our proprietary U-WIRE
news feed and the Virtual Backpack, a service which
includes free e-mail, an online calendar, and online
document storage; community through online bulletin
boards and articles offering advice on student life; and
e-commerce through sponsors including Egghead.com,
1-800-FLOWERS.com and Rockport Company. In order to
receive discounts on the products offered through our
Web site, students must join our membership program. We
believe that our primary role as a provider of
information and services to students, along with the
Web-savvy nature of our student membership base, makes
the Internet ideally suited for our business.

4
<PAGE> 7

We also provide tailored marketing services for
businesses seeking to market their products to college
students. Through our membership program and Web site,
we provide businesses a platform through which they can
reach a large, demographically attractive market. These
businesses benefit from targeted and continued access to
the student market, as well as our expertise in
designing and implementing effective marketing programs
to reach college students.

Our Market..............College students represent an attractive market
opportunity for businesses because of their significant
purchasing power and their tendency to retain brand
loyalties after graduation. According to Student Monitor
LLC, a market research company, total discretionary
spending by college students in the 1997-1998 academic
year exceeded $105 billion.

In the United States, there are over 15 million
full-time and part-time undergraduate and graduate
students at more than 3,500 university and college
campuses. This population is expected to grow as there
are currently 40 million children and young adults from
ages 10 to 19.

Our Strategy............Our objective is to be the leading online and offline
resource for college students. The key elements of our
strategy include the following:

- Strengthen our online destination for students,
- Continue to build the Student Advantage brand,
- Aggressively grow our membership,
- Enhance relationships with students, businesses and
schools, and
- Continue to pursue strategic acquisitions and
alliances.

Recent Development......On May 7, 1999, we entered into an agreement to acquire
University Netcasting, Inc. in a transaction that will
be accounted for as a pooling of interests. University
Netcasting is a leading operator of official athletic
Web sites for colleges, universities and college sports
associations. Through its FANSonly Network,
FANSonly.com, University Netcasting provides sports fans
with comprehensive online information and analysis on
college sports. University Netcasting operates the
official athletic Web sites of over 30 universities and
college sports associations, including universities from
the PAC-10, ACC, SEC, Big 10, Big 12 and Big East
conferences. In connection with the acquisition, we will
issue 2,427,603 shares of common stock to the
stockholders of University Netcasting. We believe that
the acquisition of University Netcasting will enable us
to strengthen our online destination.

------------------------

Student Advantage's principal executive offices are located at 280 Summer
Street, Boston, Massachusetts 02210 and our telephone number at that location is
(617) 912-2011. Our Web site is located at www.studentadvantage.com. Information
contained on our Web site is not part of this prospectus.

5
<PAGE> 8

THE OFFERING

Common stock offered.................... 6,000,000 shares

Common stock to be outstanding after the
offering................................ 30,497,061 shares(1)

Use of proceeds......................... To fund continued growth and
expansion of its business, capital
expenditures, product development,
potential acquisitions and other
general corporate purposes. See
"Use of Proceeds."

Proposed Nasdaq National Market
symbol.................................. STAD

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Set forth below are summary statements of operations data for the years
ended December 31, 1994, 1995, 1996, 1997 and 1998, and for three months ended
March 31, 1998 and 1999, and summary balance sheet data as of March 31, 1999, on
an actual basis and on a pro forma basis as adjusted to give effect to (1) the
sale by Student Advantage of shares of common stock in this offering at an
assumed initial offering price of $11.00 per share, after deducting the
estimated underwriting discounts and commissions and offering expenses payable
by Student Advantage, and the application of the net proceeds from this
offering, and (2) the conversion of our convertible preferred stock upon
completion of this offering. This information should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
prospectus. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------------- -------------------------
1994 1995 1996 1997 1998 1998 1999
----------- ----------- ----------- ----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Total revenue................... $ 155 $ 448 $ 1,730 $ 3,792 $17,443 $ 3,396 $ 4,225
Total costs and expenses........ 230 412 2,386 6,973 22,560 3,716 6,496
Net income (loss)............... (75) 36 (657) (3,152) (5,115) (305) (2,209)
Basic and diluted net income
(loss) per share.............. $ (0.01) $ 0.00 $ (0.05) $ (0.21) $ (0.32) $ (0.02) $ (0.14)
Shares used in computing basic
and diluted net income (loss)
per share..................... 14,184 14,184 14,184 15,295 15,957 15,424 16,143
Unaudited pro forma basic and
diluted net loss per
share(2)...................... $ (0.24) $ (0.09)
Shares used in computing
unaudited pro forma basic and
diluted net loss per share.... 21,128 24,384
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1999
-------------------------
PRO FORMA
ACTUAL AS ADJUSTED
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA
Cash and cash equivalents................................... $ 3,491 $63,771
Working capital............................................. (4,143) 56,137
Total assets................................................ 7,779 68,059
Deferred revenue............................................ 5,455 5,455
Redeemable convertible preferred stock...................... 10,196 --
Stockholders' equity (deficit).............................. (12,637) 57,839
</TABLE>

- ---------------

(1) This information is based on the number of shares outstanding as of April
30, 1999. Excludes 2,225,736 shares subject to outstanding options as of
April 30, 1999 at a weighted average exercise price of $0.36 per share. Also
excludes 2,427,603 shares of common stock and options to purchase 62,922
shares of common stock expected to be issued in connection with the
acquisition of University Netcasting.

(2) Pro forma information is based on the conversion of all outstanding shares
of our convertible preferred stock into shares of common stock.

6
<PAGE> 9

RISK FACTORS

You should carefully consider the following risks before making an
investment decision. The risks described below are not the only ones that we
face. Additional risks that are not yet identified or that we currently think
are immaterial may also impair our business operations. Our business, operating
results and financial condition could be adversely affected by any of the
following risks. The trading price of our common stock could decline due to any
of these risks, and you could lose all or part of your investment. You should
also refer to the other information set forth in this prospectus, including our
financial statements and the related notes.

WE HAVE EXPERIENCED LOSSES IN THE PAST AND EXPECT FUTURE LOSSES

We have not achieved profitability and expect to continue to incur
operating losses for the foreseeable future. We incurred net losses of $3.2
million in 1997, $5.1 million in 1998 and $2.2 million in the first quarter of
1999. As of March 31, 1999, our accumulated deficit was $13.8 million. We expect
to continue to incur significant operating and capital expenditures and, as a
result, we will need to generate significant revenue to achieve and maintain
profitability.

We cannot assure you that we will achieve sufficient revenue for
profitability. Even if we do achieve profitability, we cannot assure you that we
can sustain or increase profitability on a quarterly or annual basis in the
future. If revenue grows more slowly than we anticipate, or if operating
expenses exceed our expectations or cannot be adjusted accordingly, our
business, results of operations and financial condition will be materially and
adversely affected.

WE ARE DEPENDENT UPON AT&T FOR A LARGE PERCENTAGE OF OUR REVENUE AND A DECLINE
IN REVENUE FROM AT&T WOULD ADVERSELY AFFECT OUR RESULTS

We have an exclusive relationship with AT&T through which AT&T pays us for
a variety of goods and services, including:

- memberships provided free to students with an AT&T calling card,

- marketing services,

- advertising in our media products, such as our Web site and SAM, the
Student Advantage magazine, and

- sponsorship of certain of our products and services, such as the Virtual
Backpack.

In 1997, we derived $2.4 million, or 62%, of our total revenue from AT&T.
In 1998, we derived $11.8 million, or 68%, of our total revenue from AT&T. In
the first quarter of 1999, we derived $2.9 million, or 69%, of our total revenue
from AT&T. Our relationship with AT&T has accounted for most of our members to
date. We obtain these members as a result of AT&T's distribution of free Student
Advantage memberships to students who enroll for an AT&T telecommunications
service. In addition, most of our commerce revenue is currently attributable to
fees that we earn from AT&T for obtaining completed calling card applications
from students. There can be no assurance that we will be successful in expanding
our membership base independent of our relationship with AT&T.

The termination dates of our current agreements with AT&T have been
extended until June 2001. However, AT&T may terminate these agreements upon 120
days' prior notice, subject to payment of a termination fee in certain cases. In
addition, AT&T can terminate the current agreements if Raymond V. Sozzi, Jr. is
no longer employed as our president, or if he no longer owns at least five
percent of our capital stock. The termination of our relationship with AT&T
would have a material adverse effect on our business.

7
<PAGE> 10

WE HAVE A LIMITED OPERATING HISTORY AND MAY FACE DIFFICULTIES ENCOUNTERED BY
EARLY STAGE COMPANIES IMPLEMENTING AN INTERNET STRATEGY

We have a limited operating history on which an investor can evaluate our
business. Our operations began in 1992. An investor in our common stock must
consider the risks and difficulties frequently encountered by early stage
companies implementing an Internet strategy. These risks include our possible
inability to:

- sustain historical revenue growth rates,

- generate sufficient revenue to achieve and maintain profitability,

- implement our business model,

- maintain the satisfaction of our members,

- introduce new and enhanced Web and offline content, products and
services, and

- respond to competitive developments.

If we do not successfully manage these risks, our business, results of
operations and financial condition will be materially adversely affected. We
cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

OUR BUSINESS IS HIGHLY DEPENDENT UPON OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

We are highly dependent on our president and chief executive officer,
Raymond V. Sozzi, Jr., the loss of whom would adversely affect our future
success. If Mr. Sozzi is no longer employed as our president, AT&T can terminate
its agreements with us.

OUR RELATIONSHIP WITH AT&T COULD HINDER OUR ABILITY TO ATTRACT ADDITIONAL
SPONSORS

Our agreement with AT&T prevents us from providing our goods and services
to other telecommunications companies. Our agreement with AT&T also precludes us
from entering into a relationship with another sponsor that will distribute our
memberships free to students as an incentive or through any promotion. Our
relationship with AT&T could hinder our ability to attract additional national
sponsors, in particular sponsors who may be interested in purchasing memberships
for distribution to students.

WE MAY NOT SUCCESSFULLY IMPLEMENT OUR INTERNET STRATEGY

In order to successfully implement our Internet strategy, we must:

- establish our Web site as the primary vehicle for delivery of our
products and services, including member registration and renewal,
information regarding national and local sponsors, and customer service,

- expand our Web site to include more content and services for students and
encourage our members to use the site so that it becomes more attractive
for advertisers, and

- establish our Web site as an effective e-commerce platform.

Our failure to successfully implement our Internet strategy could have a
material adverse effect on our business.

OUR ABILITY TO GENERATE SIGNIFICANT REVENUES FROM ONLINE ACTIVITIES AND INTERNET
ADVERTISING IS UNCERTAIN

It is unclear whether companies implementing an Internet community business
model will generate sufficient revenues to achieve and maintain profitability.
Our ability to generate significant revenues from advertisers, sponsors and
other businesses in connection with online activities will depend, in part, on
our ability to generate sufficient user traffic with demographic characteristics
attractive to our advertisers. The intense competition among Web sites that sell
online advertising has led to the creation of a number of pricing alternatives
for online advertising. These alternatives make it difficult for us to project
future levels

8
<PAGE> 11

of advertising and other Internet-related revenue and applicable gross margins
related to our online offerings that can be sustained by us or the online
advertising industry in general. Although we do not currently derive a
substantial portion of our revenue from Internet advertising and other
Internet-related activities, our business model depends in part on increasing
the amount of such revenue.

OUR BUSINESS IS SUBJECT TO SEASONAL FLUCTUATIONS, WHICH MAY AFFECT OUR REVENUES
AND OPERATING RESULTS

Our operating results are dependent upon the college student market and we
expect them to vary seasonally based upon the typical school year. We tend to
sell most of our memberships in the beginning of the fall and winter academic
terms. All of these memberships expire on August 31 of each year. Because the
aggregate number of memberships within a school year increases as new members
are added beginning on September 1, and we recognize revenue from memberships
ratably over the period from the time of subscription until the end of our
membership year, our subscription revenue will typically be higher in the first
and second quarters than in the fourth quarter of each fiscal year. It is
difficult to determine how the third quarter will typically compare, since it
includes two calendar months from the end of a membership year and the first
month of the subsequent membership year.

Our limited operating history and rapid growth make it difficult for us to
more fully assess the impact of seasonal factors on our business. Nevertheless,
because our business is dependent upon the student market, we expect that our
other revenue may be subject to seasonal fluctuations associated with the
typical school year. In particular, other revenue can be expected to be higher
during the third and fourth quarters due to increased activity associated with
the commencement of the school year. Conversely, the second quarter may have the
least amount of other revenue since it includes the months at the end of a
school year.

In 1998, our other revenue was higher in the third and fourth quarters than
in other quarters due in part to the seasonality factor noted above and in part
to the commencement of activities under the AT&T marketing agreement, under
which we receive fees for obtaining calling card applications from students. The
Student Advantage Magazine, SAM, began publication in the fourth quarter of
1998. Other revenue and the cost of other revenue were each affected in the
fourth quarter of 1998 and the first quarter of 1999 by the publication of two
issues of SAM in each of those quarters.

Partly because of the seasonality factor noted above and partly because the
next issue of SAM will not be published until the third quarter, other revenue
in the second quarter of 1999 should be significantly less than it was in the
third and fourth quarters of 1998 and the first quarter of 1999.

OUR QUARTERLY REVENUES AND OPERATING RESULTS ARE NOT INDICATIVE OF FUTURE
PERFORMANCE AND ARE DIFFICULT TO FORECAST

In addition to the seasonal fluctuations described above, our revenues and
operating results may vary from quarter to quarter for a variety of other
reasons, such as the timing of revenues from corporate sponsors or non-recurring
charges incurred in connection with acquisitions.

You should not rely on quarter-to-quarter comparisons of our operating
results or our operating results for any particular quarter as indicative of our
future performance. It is possible that in some future periods our operating
results may be below the expectations of public market analysts and investors.
In this event, the price of our common stock might fall.

OUR OPERATING RESULTS DEPEND ON SELLING NEW MEMBERSHIPS EVERY YEAR

A significant portion of our revenue is derived from membership fees.
Members must join our program each year. A significant percentage of our members
graduate each year and, therefore, do not renew their memberships. Our revenue
growth is highly dependent upon our ability to market the value of our
membership to college students and to retain members on a yearly basis. To date,
we have not maintained sufficient data to determine the specific number of
members who renew on a yearly basis. A failure to acquire new members or renew
current members could have a material adverse effect on our business.

9
<PAGE> 12

OUR OPERATING RESULTS DEPEND ON OUR ABILITY TO MAINTAIN AND INCREASE BUSINESS
ALLIANCES AND UNIVERSITY RELATIONSHIPS

We are dependent upon our sponsors, both national and local, to provide our
members with discounts on their products and services. We are also dependent on
maintaining college and university relationships to market and sell our products
and services. Our ability to maintain these alliances and relationships and to
develop new alliances and relationships is critical to our ability to maintain
our members. A failure to acquire or maintain sponsors and relationships could
have a material adverse effect on our business. In addition, our agreements with
a number of our sponsors preclude us from entering into similar arrangements
with their competitors. This restriction may prevent us in some cases from
offering attractive additional discounts to our members.

COLLEGES AND UNIVERSITIES ARE INCREASINGLY RELUCTANT TO PERMIT BUSINESSES TO
MARKET PRODUCTS AND SERVICES ON CAMPUS

Colleges and universities are becoming increasingly wary of businesses
which market products and services to their students. Many colleges and
universities are seeking to decrease or eliminate such marketing. In particular,
colleges and universities are concerned that many students have incurred
substantial levels of credit card debt. As a result, colleges and universities
often attempt to prevent credit card companies and other companies that offer
credit from marketing to their students. We are sometimes mistaken for a credit
card company because we give students a plastic card and a unique identification
number to represent their membership. This sometimes makes it difficult for us
to gain access to college and university students, and we have been denied
access to certain college and university campuses. To date, we have not
maintained sufficient data to determine the specific number of colleges and
universities which have denied us access to their campuses. Any inability to
directly contact students on campus could have a material adverse effect on our
business.

WE FACE SIGNIFICANT COMPETITION ON THE INTERNET, WHICH COULD ADVERSELY AFFECT
OUR BUSINESS

Many Web sites compete for consumers' and advertisers' attention and
spending. We believe that our ability to compete depends upon many factors,
including the following:

- the market acceptance of our Web site and online services,

- the success of our brand building and sales and marketing efforts,

- the performance, price and reliability of services developed by us or our
competitors,

- the effectiveness of our customer service efforts,

- the ability of our competitors to maintain or establish cooperative
relationships among themselves or with strategically aligned third
parties, and

- the emergence of new competitors.

We compete for members and advertisers online with the following types of
companies:

- online services or Web sites targeted at college students, and

- Web search and retrieval and other online service companies, commonly
referred to as portals, such as Alta Vista, Excite, Infoseek, Lycos and
Yahoo!.

The number of Web sites competing for the attention and spending of
advertisers and consumers, including college students, has increased and we
expect it to continue to increase. This market is rapidly evolving and barriers
to entry are low, enabling newcomers to launch competing sites at relatively low
cost.

Increased competition could result in price reductions, reduced margins or
loss of market share, any of which could adversely affect our business. Please
see "Business -- Competition."

OUR MEMBERSHIP PROGRAM EXPERIENCES SIGNIFICANT COMPETITION FROM OTHER MARKETING
ACTIVITIES

We compete for client marketing budget dollars with other marketing
activities and, in particular, other forms of direct marketing activities, such
as direct mail. In recent years, there have been significant

10
<PAGE> 13

advances in new forms of direct marketing, such as the development of
interactive shopping and data collection through television, the Internet and
other media. Many industry experts predict that electronic interactive commerce,
such as shopping and information exchange via the Internet, will proliferate
significantly in the foreseeable future. To the extent such proliferation
occurs, it could have a material adverse effect on the demand for membership
programs.

WE MAY BE UNABLE TO MAKE ATTRACTIVE ACQUISITIONS OR INTEGRATE ACQUIRED COMPANIES

As part of our business strategy, we plan to acquire or make investments in
complementary businesses, products, services or technologies to increase our
online traffic and obtain new technologies. However, we cannot assure you that
we will be able to identify suitable acquisition or investment candidates. Even
if we do identify suitable candidates, we cannot assure you that we will be able
to make such acquisitions or investments on commercially acceptable terms. If we
buy a business, we could have difficulty in assimilating that company's
personnel, operations, products, services or technologies into our operations.
These difficulties could disrupt our ongoing business, distract our management
and employees, increase our expenses and adversely affect our results of
operations. Furthermore, we may incur debt or issue equity securities to pay for
any future acquisitions. The issuance of equity securities could be dilutive to
our existing stockholders.

We recently entered into an agreement to acquire University Netcasting,
Inc., a leading operator of official athletic Web sites for colleges,
universities and college sports associations. Consummation of the acquisition is
subject to various conditions, including approval of the acquisition by the
stockholders of University Netcasting. We cannot be certain that the acquisition
will be completed. Achieving the anticipated benefits of the acquisition will
depend in part upon whether the integration of University Netcasting's business
is accomplished in an efficient, effective and timely manner. The difficulty
associated with integrating University Netcasting's business may be increased by
the necessity of coordinating geographically separated organizations. There can
be no assurance that the anticipated benefits of the acquisition will be
achieved.

WE MAY BE UNABLE TO SUCCESSFULLY MANAGE CHANGES IN OUR BUSINESS

We have experienced a period of significant growth. This growth has placed
significant demands on our management and strains on our resources. Revenue
increased from approximately $1.7 million in 1996 to $17.4 million in 1998.
During that same time period we increased from fewer than 50 to more than 150
employees.

Our ability to manage changes in our business will depend on our ability to
continue to enhance our operating, financial and management information systems.
We cannot assure you that our personnel, systems and controls will be adequate
to support our growth, if any. If we are unable to manage change effectively,
maintain the quality of our products and services and retain key personnel, our
operating results and financial condition could be significantly affected.

OUR CURRENT FINANCIAL AND MANAGEMENT INFORMATION SYSTEMS MAY BE INADEQUATE TO
SUPPORT FUTURE OPERATIONS

We do not expect our current financial and management information systems
to be adequate to support our operations in the future. We expect to replace our
current accounting system within the next year. If we incur delays or
difficulties in implementing an appropriate accounting system, our business
could be adversely affected.

OUR MANAGEMENT TEAM HAS NO EXPERIENCE IN RUNNING A PUBLIC COMPANY

Our management team has not had any experience in a leadership role in a
public company. We cannot assure you that the management team as currently
configured will be able to successfully transition into the leadership role of a
public company. The failure of the management team to adequately handle this
challenge could have a material adverse effect on our business.

11
<PAGE> 14

WE MUST ATTRACT AND RETAIN HIGHLY-QUALIFIED PERSONNEL IN A COMPETITIVE LABOR
MARKET

We need to hire additional members of our management team and other key
employees. Competition for such personnel is intense. We have experienced, and
we expect to continue to experience in the future, difficulty in hiring highly
skilled employees with the appropriate qualifications. If we do not succeed in
attracting new personnel or retaining and motivating our current personnel, our
business could be adversely affected.

TO EXPAND OUR BUSINESS, WE MAY NEED ADDITIONAL CAPITAL, AND THE FUTURE FUNDING
OF THESE CAPITAL NEEDS IS UNCERTAIN

We require substantial working capital to fund our business. While we
believe that this offering will provide us with sufficient funding for the
foreseeable future, if capital requirements vary materially from those currently
planned, we may require additional financing.

Additional funds raised through the issuance of equity securities may have
the following negative effects on the then current common stockholders:

- dilution in percentage of ownership in Student Advantage, and

- the rights, preferences or privileges of the new security holders may be
senior to those of the common stockholders.

Additional financing may not be available when needed on terms favorable to
us or at all. Our failure to raise additional funds, if needed, may result in
our inability to:

- develop or enhance our services,

- take advantage of future opportunities, or

- respond to competitive pressures.

OUR SYSTEMS MAY FAIL OR EXPERIENCE A SLOWDOWN

Substantially all of our communications hardware and certain of our other
computer hardware operations are located at USWeb Corporation's facilities in
New York. Fire, floods, earthquakes, power loss, telecommunications failures,
break-ins and similar events could damage these systems. Computer viruses,
electronic break-ins or other similar disruptive problems could also adversely
affect our Web site. Our business could be adversely affected if our systems
were affected by any of these occurrences. Our insurance policies may not
adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems. We do not presently have any secondary "off-site"
systems or a formal disaster recovery plan.

Our Web site must accommodate a high volume of traffic and deliver
frequently updated information. Our Web site has in the past and may in the
future experience slower response times or decreased traffic for a variety of
reasons. These types of occurrences could cause users to perceive our Web site
as not functioning properly and therefore cause them to use another Web site or
other methods to obtain information.

In addition, our users depend on Internet service providers, online service
providers and other Web site operators for access to our Web site. Many of them
have experienced significant outages in the past, and could experience outages,
delays and other difficulties due to system failures unrelated to our systems.

WE ARE DEPENDENT ON THIRD PARTIES FOR SOFTWARE, SYSTEMS AND RELATED SERVICES

We are dependent on various third parties for software, systems and related
services. For example, a third party provides warehousing, distribution,
fulfillment, mail and data processing services for us. As a result, our ability
to deliver various services to our users may be adversely affected by the
failure of these third parties to provide reliable software, systems and related
services to us.

12
<PAGE> 15

We have in the past and may in the future experience slower response times
or delays in the processing of applications for students and the delivery of
membership identification cards to our members. Many of these delays have been
caused by third parties upon which we rely for fulfillment services. If we are
unsuccessful in providing our members with membership identification cards or
delivering products and services on a timely basis, our business may be
adversely affected.

WE MAY BE SUED FOR INFORMATION RETRIEVED FROM THE INTERNET

Inappropriate use of our Internet services

We may be subjected to claims for defamation, negligence, copyright or
trademark infringement, personal injury or other legal theories relating to the
information we publish on our Web site or in our magazine. These types of claims
have been brought, sometimes successfully, against online services as well as
other print publications in the past. We could also be subjected to claims based
upon the content that is accessible from our Web site through links to other Web
sites or through content and materials that may be posted by members in chat
rooms or bulletin boards. We also offer e-mail services, which may subject us to
potential risks, such as liabilities or claims resulting from unsolicited
e-mail, lost or misdirected messages, illegal or fraudulent use of e-mail or
interruptions or delays in e-mail service. Our insurance may not adequately
protect us against these types of claims.

Misappropriation of personal information

Any penetration of our network security or other misappropriation of our
members' personal or credit card information could subject us to liability. We
may be liable for claims based on unauthorized purchases with credit card
information, impersonation or other similar fraud claims. Claims could also be
based on other misuses of personal information, such as for unauthorized
marketing purposes. These claims could result in litigation. In addition, the
Federal Trade Commission and several states have investigated the use by certain
Internet companies of personal information. We could incur expenses if new
regulations regarding the use of personal information are introduced or if our
privacy practices were investigated.

THE INABILITY TO IDENTIFY OUR WEB SITE VISITORS MAY LIMIT THE EFFECTIVENESS OF
OUR SALES AND MARKETING EFFORTS

Web sites typically place certain "cookies" on a user's hard drive without
the user's knowledge or consent. Cookies are small files of information about an
Internet user's movement through the Internet that are stored on the hard drive
of the user's computer. Student Advantage and other Web sites use cookies for a
variety of reasons, including the collection of data derived from the user's
Internet activity. Most currently available Web browsers allow users to remove
cookies at any time or to prevent cookies from being stored on their hard drive.
In addition, some commentators, privacy advocates and governmental bodies have
suggested limiting or eliminating the use of cookies. Any reduction or
limitation in the use of cookies could limit the effectiveness of our sales and
marketing efforts. In addition, the European Union recently adopted a directive
addressing data privacy that may limit the collection and use of certain
information regarding Internet users. This directive may limit our ability to
target advertising or collect and use information in certain European countries.

WE MAY BE UNABLE TO RESPOND TO THE RAPID TECHNOLOGICAL CHANGE IN OUR INDUSTRY

Our market is characterized by rapidly changing technologies, frequent new
product and service introductions and evolving industry standards. The recent
growth of the Internet and intense competition in our industry exacerbates these
market characteristics. To achieve our goals, we need to effectively integrate
the various software programs and tools required to enhance and improve our
product offerings and manage our business. Our future success will depend on our
ability to adapt to rapidly changing technologies by continually improving the
performance features and reliability of our services. We may experience
difficulties that could delay or prevent the successful development,
introduction or marketing of

13
<PAGE> 16

new products and services. In addition, our new enhancements must meet the
requirements of our current and prospective members and must achieve significant
market acceptance. We could also incur substantial costs if we need to modify
our service or infrastructures to adapt to these changes.

OUR INTELLECTUAL PROPERTY RIGHTS MAY BE VIOLATED OR SUBJECT TO LITIGATION AND WE
MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS

We believe that protection of our copyrights, service marks, trademarks,
trade secrets, proprietary technology and similar intellectual property is
critical to our success. We rely on the following mechanisms to protect such
intellectual property:

- trademark and copyright law,

- trade secret protection, and

- confidentiality agreements with employees, customers, independent
contractors, sponsors and others.

Despite our best efforts, we cannot assure you that our intellectual
property rights will not be infringed, violated or legally imitated. Failure to
protect our intellectual property could have a material adverse effect on our
business.

We have been, and expect to be, sued or named as a defendant in the future
for infringement of the trademark and other intellectual property rights of
third parties. Any such proceedings or claims could have a material adverse
effect on our business, financial condition and results of operations.

THE FAILURE OF COMPUTER SYSTEMS AND SOFTWARE PROGRAMS TO BE YEAR 2000 COMPLIANT
COULD NEGATIVELY IMPACT OUR BUSINESS

Many currently installed computer systems and software products only accept
two digits to identify the year in any date. Thus, the year 2000 will appear as
"00", which the system might consider to be the year 1900 rather than the year
2000. This could result in system failures, delays or miscalculations causing
disruptions to our operations.

We are currently conducting an inventory of, and developing testing
procedures for, all software and other systems that we believe might be affected
by Year 2000 issues. Since third parties developed and currently support many of
the systems that we use, a significant part of this effort will be to ensure
that these third-party systems are Year 2000 compliant. We plan to confirm this
compliance through a combination of the representation by these third parties of
their products' Year 2000 compliance, as well as specific testing of these
systems. The failure of systems maintained by third parties to be Year 2000
compliant could cause us to incur significant expense to remedy any problems,
reduce our revenues from such third parties or otherwise seriously damage our
business. A significant Year 2000-related disruption of the network services or
equipment that third-party vendors provide to us could also cause our members or
other users to consider seeking alternate providers or cause an unmanageable
burden on our customer service and technical support.

Our failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, some of our normal business activities or
operations.

WE WILL HAVE BROAD DISCRETION OVER USE OF PROCEEDS FROM THIS OFFERING

A significant portion of the anticipated net proceeds to Student Advantage
from this offering have not been designated for specific uses. Accordingly, we
will have broad discretion with respect to the use of these funds.

14
<PAGE> 17

CERTAIN CURRENT STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR VOTING STOCK

Following the closing of this offering, based on the number of shares
outstanding on April 30, 1999, our officers, directors and affiliated entities
together will beneficially own approximately 79% of our outstanding common stock
(77% if the underwriters' over-allotment option is exercised in full). As a
result, these stockholders will be able to control all matters requiring
stockholder approval and, thereby, our management and affairs. Matters that
typically require stockholder approval include:

- election of directors,

- merger or consolidation, and

- sale of substantially all of our assets.

This concentration of ownership may delay, deter or prevent acts that would
result in a change of control, which in turn could reduce the market price of
our common stock.

THE STOCK PRICE OF TECHNOLOGY COMPANIES, PARTICULARLY INTERNET-RELATED
COMPANIES, COULD BE EXTREMELY VOLATILE AND MAY RESULT IN LITIGATION AGAINST US

We cannot predict the extent to which investor interest in Student
Advantage will lead to the development of a trading market or how liquid that
market might become. The initial public offering price for the shares will be
determined by negotiations between us and the underwriters' representatives and
may not be indicative of prices that will prevail in the trading market. The
stock market has experienced significant price and volume fluctuations, and the
market prices of technology companies, particularly Internet-related companies,
have been highly volatile. Investors may not be able to resell their shares at
or above the initial public offering price.

In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted. Litigation could result in substantial costs and a diversion of
management's attention and resources.

SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY AFFECT OUR
STOCK PRICE

After this offering, based on the number of shares outstanding on April 30,
1999, there will be outstanding 30,497,061 shares of our common stock
(32,924,664 shares if the merger with University Netcasting is completed). There
will be an additional 900,000 shares outstanding if the underwriters' over-
allotment option is exercised in full. Of these shares, the shares sold in this
offering will be freely tradeable except for any shares purchased by our
"affiliates" as defined in Rule 144 under the Securities Act. The remaining
24,497,061 shares of common stock held by existing stockholders (26,924,664
shares if the merger with University Netcasting is completed) will be
"restricted securities" and all of such shares will become eligible for public
sale when registered or when they qualify for an exemption from registration
under the Securities Act. Upon expiration of lock-up agreements with the
underwriters, 180 days after the date of this prospectus, 24,408,561 shares of
common stock will be eligible for resale in accordance with the provisions of
the Securities Act. We have agreed to register for public sale up to 1,213,802
shares of common stock that will be issued to the University Netcasting
stockholders. We have agreed to use our reasonable best efforts to register such
shares on the earlier of: (1) the 180th day after the date of this prospectus,
and (2) the date any of Raymond V. Sozzi, Jr., Greylock IX Limited Partnership,
Marc Turtletaub or Princeton Review Publishing, L.L.C. sells greater than 1% of
the then outstanding shares of common stock (other than in an underwritten
secondary offering of common stock). Upon the effectiveness of any such
registration, all shares covered by the registration statement would be freely
transferable. In addition, certain stockholders holding an aggregate of
16,454,895 shares of common stock can require us to register their shares for
public sale.

If our stockholders sell substantial amounts of our common stock, including
shares issuable upon the exercise of outstanding options, in the public market
following this offering, the market price of our

15
<PAGE> 18

common stock could fall. These sales also might make it more difficult for us to
sell equity securities in the future at a time and price that we deem
appropriate.

OUR CHARTER DOCUMENTS MAY INHIBIT A TAKEOVER

Provisions in our charter and bylaws may have the effect of delaying or
preventing a change of control or changes in our management that a stockholder
might consider favorable. These provisions include, among others:

- the division of the Board of Directors into three separate classes,

- the right of the Board to elect a director to fill a vacancy created by
the expansion of the Board, and

- the requirement that a special meeting of stockholders be called by the
Chairman of the Board, President or Board of Directors.

FORWARD-LOOKING STATEMENTS

Some of the statements under "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business" and elsewhere in this prospectus constitute forward-looking
statements. These statements relate to future events or our future performance,
and are identified by terminology such as "may," "will," "should," "expects,"
"scheduled," "plans," "intends," "anticipates," "believes," "estimates,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. In evaluating these statements, you should specifically
consider various factors, including the risks outlined under "Risk Factors."
These factors may cause our actual results to differ materially from any
forward-looking statement.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.

------------------------

Except as otherwise noted, all information in this prospectus:

- Reflects the automatic conversion of all of our outstanding shares of
convertible preferred stock into an aggregate of 8,241,108 shares of
common stock upon completion of this offering,

- Reflects a three-for-one stock split of all of our outstanding shares of
common stock to be effected before completion of this offering, and

- Assumes no exercise of the underwriters' over-allotment option.

16
<PAGE> 19

USE OF PROCEEDS

The net proceeds we will receive from the sale of 6,000,000 shares of
common stock offered by us are estimated to be $60.3 million ($69.5 million if
the underwriters' over-allotment option is exercised in full) after deducting
the estimated underwriting discounts and commissions and offering expenses
payable by us and assuming an initial public offering price of $11.00.

We expect to use the net proceeds from this offering for working capital
and general corporate purposes, including capital expenditures, growth and
expansion of our business, product development and acquisitions. We currently
expect to use approximately $2.5 million to repay outstanding indebtedness under
our bank line of credit, which bears interest at 7.75% and is due on June 30,
2000, shortly after completion of this offering. As of April 30, 1999, the
outstanding balance of the line of credit was approximately $2.5 million. We
have not identified other specific uses for such proceeds and management will
have discretion over their use and investment. Pending such uses, we intend to
invest the net proceeds from this offering in investment grade, interest-bearing
securities or guaranteed obligations of the U.S. Government.

We intend to seek acquisitions of businesses, products and technologies
that are complementary to us, and a portion of the net proceeds may be used for
such acquisitions. While we discuss potential acquisitions from time to time, we
currently have no commitments or agreements, other than the agreement and plan
of merger for the University Netcasting merger, for any such acquisitions and
there can be no assurances that any acquisitions will be made.

DIVIDEND POLICY

We currently intend to retain earnings, if any, to fund the development and
growth of our business and do not anticipate paying cash dividends in the
foreseeable future. Payment of future dividends, if any, will be at the
discretion of our Board of Directors after taking into account various factors,
including our financial condition, operating results, current and anticipated
cash needs and plans for expansion. Our credit facility contains restrictive
covenants that limit our ability to pay cash dividends or make stock repurchases
without the prior written consent of the lender.

17
<PAGE> 20

CAPITALIZATION

The following table sets forth the capitalization of Student Advantage as
of March 31, 1999:

- on an actual basis,

- on a pro forma basis giving effect to the conversion of all outstanding
shares of convertible preferred stock into common stock upon completion
of the offering, and

- on a pro forma as adjusted basis to reflect the sale by Student Advantage
of 6,000,000 shares of common stock offered hereby at the initial public
offering price of $11.00 per share, after deducting estimated
underwriting discounts and commissions and offering expenses.

<TABLE>
<CAPTION>
MARCH 31, 1999
----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(UNAUDITED, IN THOUSANDS)
<S> <C> <C> <C>
Borrowings under line of credit............................. $ 1,000 $ 1,000 $ --
-------- -------- --------
Redeemable convertible preferred stock, $1.00 par value:
4,000,000 shares authorized: 2,747,036 shares issued
and outstanding actual; no shares issued and
outstanding pro forma and pro forma as adjusted...... 10,196 -- --
-------- -------- --------
Stockholders' equity (deficit):
Common stock, $0.01 par value; 15,000,000 shares
authorized actual and pro forma and 150,000,000
shares authorized pro forma as adjusted; and
16,253,892 shares issued and outstanding actual;
24,495,000 shares issued and outstanding pro forma;
30,495,000 shares issued and outstanding pro forma as
adjusted............................................. 184 273 333
Additional paid-in capital............................. 4,959 15,066 75,286
Accumulated deficit.................................... (13,832) (13,832) (13,832)
Treasury stock (at cost)............................... (630) (630) (630)
Deferred compensation.................................. (3,318) (3,318) (3,318)
-------- -------- --------
Total stockholders' equity (deficit)........................ (12,637) (2,441) 57,839
-------- -------- --------
Total capitalization........................................ $ (1,441) $ (1,441) $ 57,839
======== ======== ========
</TABLE>

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<PAGE> 21

DILUTION

The pro forma net tangible book value of Student Advantage at March 31,
1999 was $(2,882,000), or $(0.12) per share of common stock. Pro forma net
tangible book value per share represents the amount of total tangible assets
less total liabilities, divided by the number of pro forma shares of common
stock outstanding after giving effect to the conversion of all shares of
preferred stock. After giving effect to the sale of 6,000,000 shares of common
stock offered hereby by Student Advantage at the assumed initial offering price
of $11.00 per share and after deducting estimated underwriting discounts and
commissions and offering expenses, the pro forma net tangible book value as of
March 31, 1999 would have been $57,398,000 or $1.88 per share. This represents
an immediate increase in pro forma net tangible book value of $2.00 per share to
existing stockholders and an immediate dilution of $9.12 per share to new
investors purchasing shares of common stock in the offering. The following table
illustrates this dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share........ $11.00
Pro forma net tangible book value per share at March
31, 1999............................................ $(0.12)
Increase attributable to the offering................ 2.00
------
Pro forma net tangible book value per share after the
offering.............................................. 1.88
------
Net tangible book value dilution per share to new
investors in the offering............................. $ 9.12
======
</TABLE>

The following table summarizes as of March 31, 1999 on the pro forma basis
described above, the total number of shares and consideration paid to Student
Advantage and the average price per share paid by the existing stockholders and
by new investors purchasing shares of common stock in the offering at the
initial public offering price of $11.00 per share (before deducting the
estimated underwriting discounts and commissions and offering expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- --------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders.................... 24,495,000 80.3% $15,339,999 18.9% $ 0.63
New investors............................ 6,000,000 19.7 66,000,000 81.1 $11.00
---------- ----- ----------- -----
Totals......................... 30,495,000 100.0% $81,339,999 100.0%
========== ===== =========== =====
</TABLE>

None of the foregoing tables or calculations assumes that any options
outstanding as of March 31, 1999 will be exercised. If all outstanding options
were exercised on the date of the closing of this offering, investors purchasing
shares in the offering would suffer total dilution of $9.25 per share.

19
<PAGE> 22

SELECTED FINANCIAL DATA

The following selected financial data are derived from the financial
statements of Student Advantage, Inc. The selected financial data as of December
31, 1997 and 1998, and for each of the three years in the period ended December
31, 1998, are derived from financial statements which have been audited by
PricewaterhouseCoopers LLP, independent accountants. These financial statements
are included elsewhere in this prospectus. The selected financial data as of
December 31, 1996 are derived from financial statements which have been audited
by PricewaterhouseCoopers LLP, and the balance sheet data for these financial
statements are not included elsewhere in this prospectus. The selected financial
data as of December 31, 1994 and 1995 and for each of the two years in the
period ended December 31, 1995 are derived from unaudited financial statements,
which are not included in this prospectus. The selected financial data as of
March 31, 1999, and for the three months ended March 31, 1998 and 1999 are
derived from unaudited financial statements included elsewhere in this
prospectus. In the opinion of management, the unaudited financial statements
have been prepared on a basis consistent with the audited financial statements
which appear elsewhere in this prospectus and include all adjustments, which are
only normal recurring adjustments, necessary for a fair presentation of the
financial position and results of operations for the unaudited periods. The
historical results presented are not necessarily indicative of future results.
The data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements and the related Notes included elsewhere in this
prospectus.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------------- -------------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenue
Subscription.................. $ 131 $ 420 $ 1,093 $ 2,971 $ 7,174 $ 1,738 $ 1,668
Other......................... 24 28 637 821 10,269 1,658 2,557
------ ------ ------- ------- ------- ------- -------
Total revenue............... 155 448 1,730 3,792 17,443 3,396 4,225
------ ------ ------- ------- ------- ------- -------

Costs and expenses
Cost of subscription
revenue..................... 126 160 543 2,628 2,442 302 320
Cost of other revenue......... -- -- 506 309 7,331 1,515 2,503
Product development........... 19 62 507 1,469 2,588 485 573
Sales and marketing........... 57 110 356 843 4,717 746 1,366
General and administrative.... 27 79 437 1,485 3,647 508 1,193
Depreciation and
amortization................ 1 1 37 239 1,027 160 268
Stock-based compensation...... -- -- -- -- 808 -- 273
------ ------ ------- ------- ------- ------- -------
Total costs and expenses.... 230 412 2,386 6,973 22,560 3,716 6,496
------ ------ ------- ------- ------- ------- -------
Income (loss) from operations... (75) 36 (656) (3,181) (5,117) (320) (2,271)
Interest income (expense),
net........................... -- -- (1) 29 2 15 62
------ ------ ------- ------- ------- ------- -------
Net income (loss)............... $ (75) $ 36 $ (657) $(3,152) $(5,115) $ (305) $(2,209)
====== ====== ======= ======= ======= ======= =======
Basic and diluted net income
(loss) per share.............. $(0.01) $ 0.00 $ (0.05) $ (0.21) $ (0.32) $ (0.02) $ (0.14)
====== ====== ======= ======= ======= ======= =======
Shares used in computing basic
and diluted net income (loss)
per share..................... 14,184 14,184 14,184 15,295 15,957 15,424 16,143
====== ====== ======= ======= ======= ======= =======
Unaudited pro forma basic and
diluted net loss per share.... $ (0.24) $ (0.09)
======= =======
Shares used in computing
unaudited pro forma basic and
diluted net loss per share.... 21,128 24,384
======= =======
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------- MARCH 31,
1995 1996 1997 1998 1999
---- ---- ---- ---- ---------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)

<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Cash and cash equivalents................................... $ 8 $ 26 $ 1,904 $ 5,048 $ 3,491
Working capital............................................. (389) (667) (4,836) (2,247) (4,143)
Total assets................................................ 97 256 2,745 9,934 7,779
Deferred revenue............................................ 183 276 5,668 6,666 5,455
Redeemable convertible preferred stock...................... -- 54 111 10,196 10,196
Stockholders' deficit....................................... (302) (702) (4,335) (10,741) (12,637)
</TABLE>

20
<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with Student Advantage's
financial statements and related notes and the other financial information
appearing elsewhere in this prospectus. In addition to historical information,
the following discussion and other parts of this prospectus contain
forward-looking information that involves risks and uncertainties. Student
Advantage's actual results could differ materially from those anticipated by
such forward-looking information due to factors discussed under "Risk Factors"
and elsewhere in this prospectus.

OVERVIEW

Student Advantage is dedicated to serving the needs of college students
through its leading membership program and Web site. Our revenue is generated
from subscription revenue and other revenue.

Subscription revenue is derived from membership sales. Memberships are sold
in three different ways. Most are sold to AT&T and distributed in conjunction
with an AT&T calling card. The membership cards associated with these membership
sales are co-branded and serve as both the Student Advantage membership
identification card and an AT&T calling card. In certain cases, renewal of a
co-branded membership card is subject to a minimum level of usage of AT&T
services during the prior twelve months. We earn a fee from AT&T for each of
these memberships, with a current minimum commitment by AT&T of 1.25 million
memberships per academic year. During 1997 and 1998 and the first quarter of
1999, AT&T accounted for approximately 77%, 95% and 94% of subscription revenue.
Memberships are also sold by Student Advantage to colleges, universities and
university organizations for distribution free of charge to students. In the
1998-1999 academic year, five colleges, universities and university
organizations purchased memberships for distribution free of charge to students.
In addition, Student Advantage sells memberships directly to students for a
membership fee that is currently $20 per year. Subscription revenue is
recognized ratably from the date of subscription to the end of the annual
membership period, which ends on August 31 of each year.

Other revenue includes advertising, marketing service and commerce revenue.
Advertising revenue consists primarily of fees for advertisements placed in SAM,
the Student Advantage magazine, sponsorship fees paid by vendors for inclusion
in the member guide, and fees for banner advertisements and sponsorships on our
Web site. Marketing services revenue is derived primarily from providing
tailored marketing services to businesses seeking to market their products and
services to college students. These services include organizing and executing
marketing tours that travel to college campuses, staffing tables in college
locations to solicit potential student customers on behalf of businesses and
providing media planning and placement. Commerce revenue includes primarily
transaction-based fees earned for reselling products and services on behalf of
other businesses. To date, commerce revenue has included primarily fees that we
receive from AT&T for obtaining completed applications from students for AT&T
calling cards. In connection with each application accepted by AT&T, we also
earn membership fees that are included in subscription revenue.

We began operations in 1992 as a sole proprietorship, converted to a
general partnership in 1995, converted to a limited liability company in 1996
and became a C Corporation in 1998. From inception through December 1997, our
revenue was derived primarily from annual membership fees. Since that time, we
have expanded our product and service offerings through internal growth as well
as acquisitions.

In December 1997, we completed our acquisition of The Main Quad, Inc. which
owned and operated Web sites focused on providing content for students. These
Web sites serve as the basis for Student Advantage's current online activities.
We acquired substantially all the assets of The Main Quad for $272,000 and the
issuance of 1,417,720 shares of common stock. In January 1998, we completed our
acquisition of Collegiate Advantage, Inc. a provider of marketing and
promotional services to businesses targeting college students. The acquisition
of Collegiate Advantage marked our entrance into the marketing services
business. We acquired substantially all the assets of Collegiate Advantage for
$651,000 and the assumption of $275,000 in liabilities. We are also required to
make payments totalling $715,000 to Collegiate Advantage in three installments
ending on January 31, 2001. These acquisitions were accounted

21
<PAGE> 24

for under the purchase method of accounting, and the results of operations of
each of the acquired companies have been included in our financial statements
since their respective dates of acquisition. Goodwill and other intangible
assets in the aggregate amount of $1.4 million were recorded in connection with
these and other acquisitions and are being amortized over the economic lives of
the related assets, ranging from two to five years. As of March 31, 1999, a
balance of approximately $441,000 remained to be amortized. The amortization of
goodwill and other intangibles will have a negative impact on our future
earnings.

On April 1, 1999, Student Advantage completed its acquisitions of The
Travel Holding Group, LLC and The Campus Agency, LLC. The Campus Agency provides
media planning and strategy consulting services to the U.S. student travel
market. The Travel Holding Group is a reseller of Eurail passes. We acquired
substantially all of the assets of The Campus Agency and The Travel Holding
Group for a promissory note in the amount of $330,000. These acquisitions have
been accounted for under the purchase method of accounting, and the results of
operations of each company will be included in our results beginning on the
acquisition date. Goodwill and other intangible assets in the aggregate amount
of $305,000 were recorded in connection with these acquisitions and will be
amortized over three years. The amortization of goodwill and other intangibles
will have a negative impact on our future earnings. Because the historical
results of Campus Agency and Travel Holding Group are not material, pro forma
financial information has not been presented.

In the future we may pursue additional acquisitions to obtain complementary
products, services and technologies. There are no assurances that the
acquisitions we already have completed, or any acquisitions that we may complete
in the future, will produce the anticipated revenue, earnings or business
synergies.

We recorded deferred compensation of $4.2 million in the year ended
December 31, 1998 and $228,000 in the first quarter of 1999, representing the
difference between the exercise price of stock options granted and the fair
market value of the underlying common stock at the date of grant. The difference
is recorded as a reduction of stockholders' equity and is being amortized over
the vesting period of the applicable options, typically four years. Of the total
deferred compensation amount, $808,000 had been amortized as of December 31,
1998 and an additional $273,000 had been amortized as of March 31, 1999. The
amortization of deferred compensation is recorded as an operating expense. We
currently expect to amortize the following remaining amounts of deferred
compensation as of March 31, 1999 in the periods indicated:

<TABLE>
<S> <C>
April 1, 1999 -- December 31, 1999..................... $ 888,000
January 1, 2000 -- December 31, 2000................... 1,073,000
January 1, 2001 -- December 31, 2001................... 1,015,000
January 1, 2002 -- December 31, 2002................... 388,000
</TABLE>

Student Advantage has experienced substantial net losses since 1996 and, as
of March 31, 1999, had an accumulated deficit of $13.8 million. Student
Advantage expects to increase its expenditures in all areas in order to execute
its business plan. As a result, Student Advantage believes that it will continue
to incur operating losses and negative cash flows from operations for the
foreseeable future and that the rate at which such losses will be incurred may
increase from current levels.

Student Advantage does not believe that it has any material market risk
exposure with respect to derivative or other financial instruments.

RECENT EVENTS

22
<PAGE> 25

of the shares of common stock will be held in escrow to secure the
indemnification obligations of the University Netcasting stockholders for a
period ending on the earlier of the date one year after the closing of the
merger and the date of issuance of the first independent audit report of Student
Advantage after the closing of the merger. In addition, all outstanding options
to purchase University Netcasting common stock will be converted into options to
purchase an aggregate of 62,922 shares of Student Advantage common stock. We
also agreed to pay expenses, in an amount not to exceed $825,000, incurred by
University Netcasting in connection with the transaction. We have agreed to use
our reasonable best efforts to register for public sale up to 1,213,802 shares
of common stock that will be issued to the stockholders of University Netcasting
such shares on the earlier of: (1) the 180th day after the date of this
prospectus, and (2) the date any of Raymond V. Sozzi, Jr., Greylock IX Limited
Partnership, Marc Turtletaub or Princeton Review Publishing, L.L.C. sells
greater than 1% of the then outstanding shares of common stock (other than in an
underwritten secondary offering of common stock).

The consummation of the acquisition is subject to various conditions,
including approval by the stockholders of University Netcasting, the ability of
the parties to treat the transaction as a pooling of interests for accounting
purposes and other customary conditions.

RESULTS OF OPERATIONS

The following table sets forth results of operations data for Student
Advantage as a percentage of total revenue for the periods presented:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------- --------------------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue
Subscription........................... 63.2% 78.3% 41.1% 51.2% 39.5%
Other.................................. 36.8 21.7 58.9 48.8 60.5
----- ----- ----- ----- -----
Total revenue....................... 100.0 100.0 100.0 100.0 100.0
----- ----- ----- ----- -----

Costs and expenses
Cost of subscription revenue........... 31.4 69.3 14.0 8.9 7.6
Cost of other revenue.................. 29.2 8.2 42.0 44.6 59.2
Product development.................... 29.3 38.7 14.8 14.2 13.6
Sales and marketing.................... 20.6 22.2 27.1 22.0 32.3
General and administrative............. 25.3 39.2 20.9 15.0 28.2
Depreciation and amortization.......... 2.1 6.3 5.9 4.7 6.4
Stock-based compensation............... -- -- 4.6 -- 6.5
----- ----- ----- ----- -----
Total costs and expenses............ 137.9 183.9 129.3 109.4 153.8
----- ----- ----- ----- -----
Loss from operations..................... (37.9) (83.9) (29.3) (9.4) (53.8)
Interest income (expense), net........... (0.1) 0.8 0.0 0.4 1.5
----- ----- ----- ----- -----
Net loss................................. (38.0)% (83.1)% (29.3)% (9.0)% (52.3)%
===== ===== ===== ===== =====
</TABLE>

COMPARISON OF QUARTER ENDED MARCH 31, 1999 WITH QUARTER ENDED MARCH 31, 1998

Revenue. Total revenue increased from $3.4 million in the first quarter of
1998 to $4.2 million in the first quarter of 1999. This increase was due
primarily to an increase in other revenue from $1.7 million in the first quarter
of 1998 to $2.6 million in the first quarter of 1999. The increase in other
revenue was due primarily to $700,000 in revenue from advertising in two issues
of the Student Advantage magazine, which had not yet been published in the first
quarter of 1998, and $800,000 in revenue related to the AT&T marketing agreement
which was not in effect in the first quarter of 1998. These increases were
offset by a

23
<PAGE> 26

decrease in other revenue of $700,000 related to the expiration of a contract
for marketing services which was in effect during the first quarter of 1998.

AT&T accounted for approximately 49% and 69% of total revenue for the first
quarter of 1998 and the first quarter of 1999. Additionally, AT&T accounted for
approximately 96% and 94% of subscription revenue in the first quarter of 1998
and 1999, and 53% of other revenue for the first quarter of 1999. No other
single customer accounted for 10% or more of total revenues for the first
quarter of 1998 or the first quarter of 1999.

Cost of Subscription Revenue. Cost of subscription revenue consists of the
costs associated with the fulfillment of membership subscriptions and customer
service. Cost of subscription revenue increased from $302,000 in the first
quarter of 1998 to $320,000 in the first quarter of 1999, due primarily to an
increase in material and personnel costs related to fulfilling membership
subscriptions and providing customer service.

Cost of Other Revenue. Cost of other revenue consists of the cost of
advertising, marketing services and commerce. Advertising costs include
production and mailing costs for the magazine, as well as costs incurred for the
Student Advantage Web site. Marketing services costs include the direct and
indirect costs associated with planning and implementing events and promotions,
media placement and other marketing services. Commerce costs include
personnel-related costs associated primarily with acquiring calling card
customers. Cost of other revenue increased from $1.5 million in the first
quarter of 1998 to $2.5 million in the first quarter of 1999. This increase was
due primarily to an increase of $964,000 in costs associated with the launch of
the Student Advantage magazine, of which two issues were distributed in the
first quarter of 1999. Additionally, an increase of $955,000 in costs associated
with activities under the AT&T marketing agreement, which were first incurred in
the third quarter of 1998, under which Student Advantage visits college campuses
to acquire calling card customers for AT&T, contributed in part to the increase.
These increases were offset by a decrease of $890,000 in costs associated with
marketing services.

Product Development. Product development expenses consist primarily of
personnel-related costs associated with the development and enhancement of the
membership products, which include the Student Advantage membership card, the
Student Advantage magazine and the studentadvantage.com Web site. Product
development expenses increased from $485,000 in the first quarter of 1998 to
$573,000 in the first quarter of 1999. The increase was primarily due to
increased investment in enhancing and improving the functionality of our Web
site.

Sales and Marketing. Sales and marketing expenses consist primarily of
personnel and other costs related to our sales and marketing programs. These
expenses increased from $746,000 in the first quarter of 1998 to $1.4 million in
the first quarter of 1999. The increase in sales and marketing expenses was due,
in large part, to increased expenditures related to building brand awareness,
expanding and servicing the customer base of sponsors, selling more online
advertising, and supporting the marketing services business.

General and Administrative. General and administrative expenses consist
primarily of costs related to general corporate functions, including executive
management, finance, human resources, facilities, and legal. General and
administrative expenses increased from $508,000 in the first quarter of 1998 to
$1.2 million in the first quarter of 1999. The increase in general and
administrative expenses was primarily due to greater facilities and
personnel-related costs.

Depreciation and Amortization. Depreciation and amortization expenses
increased from $160,000 in the first quarter of 1998 to $268,000 in the first
quarter of 1999. Amortization expense was virtually unchanged quarter over
quarter. Depreciation expense increased primarily as a result of fixed asset
purchases in the later part of 1998.

Stock-Based Compensation. As described above, we recorded additional
deferred compensation of $228,000 in the first quarter of 1999 and amortized
$273,000 of total deferred compensation as an expense in the first quarter of
1999. The remaining total deferred compensation is being amortized over the
vesting period of the individual options.
24
<PAGE> 27

Loss from Operations. Loss from operations increased from $320,000 in the
first quarter of 1998 to $2.3 million in the first quarter of 1999. The increase
in loss from operations is due to an increase in total costs and expenses from
$3.7 million in the first quarter of 1998 to $6.5 million in the first quarter
of 1999, which was offset in part by an increase in total revenue from $3.4
million in the first quarter of 1998 to $4.2 million in the first quarter of
1999.

Interest Income (Expense), Net. Interest income, net includes interest
income from cash balances and interest expense related to Student Advantage's
financing obligations. Interest income, net increased from $15,000 in the first
quarter of 1998 to $62,000 in the first quarter of 1999. The increase is a
result of interest income earned on a higher average cash and cash equivalents
balance during the first quarter of 1999 compared to such balance during the
first quarter of 1998. Borrowings under a line of credit were $1.0 million at
March 31, 1999.

COMPARISON OF YEAR ENDED DECEMBER 31, 1998 WITH YEAR ENDED DECEMBER 31, 1997

Revenue. Total revenue increased from $3.8 million in 1997 to $17.4 million
in 1998. The increase in revenue was due in part to the significant increase in
subscription revenue from $3.0 million in 1997 to $7.2 million in 1998, mostly
due to memberships purchased by AT&T. The increase in other revenue was
attributable primarily to both: (1) the addition of Student Advantage's
marketing services business, which was acquired from Collegiate Advantage on
January 1, 1998, and (2) an increase in commerce revenue due primarily to fees
for obtaining calling card applications for AT&T, which began in the third
quarter of 1998. The increase in other revenue was attributable to a lesser
extent to increased advertising revenues related to the Student Advantage
magazine and the Student Advantage Web site. The first two issues of the Student
Advantage magazine shipped in the fourth quarter of 1998.

AT&T accounted for approximately 62% and 68% of total revenue for 1997 and
1998. Additionally, AT&T accounted for approximately 77% and 95% of subscription
revenue for 1997 and 1998, and 9% and 49% of other revenue for 1997 and 1998. No
other single customer accounted for 10% or more of total revenues for 1997 or
1998.

Cost of Subscription Revenue. Cost of subscription revenue decreased from
$2.6 million in 1997 to $2.4 million in 1998, due primarily to decreased costs
associated with fulfilling membership subscriptions.

Cost of subscription revenue as a percentage of subscription revenue
decreased from 88.5% in 1997 to 34.1% in 1998. This decrease was due primarily
to the timing of the recognition of revenue and expenses associated with the
commencement of activities under the AT&T membership agreement in 1997.
Membership fulfillment costs, which are recorded when the membership is
fulfilled, increased significantly as the volume of memberships increased in the
Fall of 1997. However, because the revenue associated with these memberships is
recognized over the remaining term of the memberships, much of the revenue
associated with the memberships fulfilled in the Fall of 1997 was not recognized
until 1998.

Cost of Other Revenue. Cost of other revenue increased from $309,000 in
1997 to $7.3 million in 1998. The increase in cost of other revenue was due
primarily to the addition of Collegiate Advantage and its marketing services
business in 1998 and the commencement of activities under the AT&T marketing
agreement, entered into in the third quarter of 1998, under which Student
Advantage visits college campuses to acquire calling card customers for AT&T.
Costs associated with the production of SAM, which shipped for the first time in
the fourth quarter of 1998, also contributed to the increase.

Cost of other revenue as a percentage of other revenue increased from 37.6%
in 1997 to 71.4% in 1998. This increase was due primarily to a larger portion of
other revenue consisting of lower margin activities associated with the
marketing services business acquired from Collegiate Advantage and the services
delivered under the AT&T marketing agreement. The increase in cost of other
revenues as a percentage of total revenue is also due to costs associated with
the production of SAM, which exceeded revenue from the production of SAM.

25
<PAGE> 28

Product Development. Product development expenses increased from $1.5
million in 1997 to $2.6 million in 1998. The increase was primarily due to
increased investment in enhancing and improving the functionality of our Web
site and other related costs.

Sales and Marketing. Sales and marketing expenses increased from $843,000
in 1997 to $4.7 million in 1998. The increase in sales and marketing expenses
was due, in large part, to increased expenditures related to building brand
awareness, expanding and servicing the customer base of sponsors, selling more
online advertising, and supporting the marketing services business. In 1998, we
incurred additional sales and marketing expenses as a result of the acquisition
of the Collegiate Advantage business.

General and Administrative. General and administrative expenses increased
from $1.5 million in 1997 to $3.6 million in 1998. The increase in general and
administrative expenses was primarily due to facilities and personnel-related
costs.

Depreciation and Amortization. Depreciation and amortization expenses
increased from $239,000 in 1997 to $1.0 million in 1998. Amortization expense
increased as a result of the amortization over five years of goodwill and other
intangible assets related to the acquisitions of Collegiate Advantage and The
Main Quad. Depreciation expense increased primarily as a result of fixed asset
purchases in 1998.

Stock-Based Compensation. We recorded deferred compensation of $4.2
million in the year ended December 31, 1998. Of this amount, $808,000 was
recorded as an expense in 1998. The remainder is being amortized over the
remaining vesting period of the individual options.

Loss from Operations. Loss from operations increased from $3.2 million in
1997 to $5.1 million in 1998. The increase in loss from operations is due to an
increase in total costs and expenses from $7.0 million in 1997 to $22.6 million
in 1998, which was offset in part by an increase in total revenue from $3.8
million in 1997 to $17.4 million in 1998.

Interest Income (Expense), Net. Interest income, net includes interest
income from cash balances and interest expense related to Student Advantage's
financing obligations. Interest income, net decreased from $29,000 in 1997 to
$2,000 in 1998. The decrease was a result of interest due on borrowings under
our line of credit which was offset later in the year by interest income earned
on cash balances as a result of the issuance of convertible preferred stock in
October 1998, as well as interest from a promissory note to a stockholder.
Additionally, Student Advantage incurred interest expense related to loans from
the Chief Executive Officer, which were repaid in full in 1998.

Income Taxes. On October 20, 1998, Student Advantage converted from a
limited liability company to a C Corporation. Operating losses originating while
Student Advantage was a limited liability company do not carry over to the C
Corporation, although certain other timing items as a result of differences
resulting from accrual to cash basis adjustments will be available to Student
Advantage. For the period October 21, 1998 to December 31, 1998 Student
Advantage generated a net operating loss carryforward of $2.0 million. Student
Advantage's net operating loss carryforwards expire beginning in 2018. Certain
future changes in the share ownership of Student Advantage, as defined in the
Tax Reform Act of 1996, may restrict the utilization of carryforwards. A
valuation allowance has been recorded for the entire deferred tax asset as a
result of uncertainties regarding the utilization of the asset due to Student
Advantage's lack of earnings history.

COMPARISON OF YEAR ENDED DECEMBER 31, 1997 WITH YEAR ENDED DECEMBER 31, 1996

Revenue. Total revenue increased from $1.7 million in 1996 to $3.8 million
in 1997. The increase in revenue was due primarily to an increase in
subscription revenue from $1.1 million in 1996 to $3.0 million in 1997. The
increase in subscriptions was due to the commencement of Student Advantage's
membership agreement with AT&T, under which AT&T purchased membership
subscriptions for distribution to students. Other revenue increased from
$637,000 in 1996 to $821,000 in 1997, due primarily to increased advertising
revenue and, to a lesser extent, an increase in commerce revenue.

26
<PAGE> 29

AT&T accounted for approximately 62% of total revenues in 1997. No other
single customer accounted for 10% or more of revenues in 1996 or 1997.

Cost of Subscription Revenue. Cost of subscription revenue increased from
$543,000 in 1996 to $2.6 million in 1997. This increase was due primarily to the
increased costs associated with fulfilling new membership subscriptions, as well
as costs related to the addition of personnel to support the growth in revenues.

Cost of subscription revenue as a percentage of subscription revenue
increased from 49.6% in 1996 to 88.5% in 1997. This increase was due primarily
to the timing of the recognition of revenue and expenses associated with the
commencement of activities under the AT&T membership agreement in 1997.

Cost of Other Revenue. Cost of other revenue decreased from $506,000 in
1996 to $309,000 in 1997, due primarily to lower advertising costs.

Cost of other revenue as a percentage of other revenue decreased slightly
from 79.4% in 1998 to 71.4% in 1997 due primarily to the costs associated with
the increased commerce revenue.

Product Development. Product development expenses increased from $507,000
in 1996 to $1.5 million in 1997. The increase was primarily due to the continued
investment in the membership subscription business. During 1997, Student
Advantage continued to develop new products to offer to support the membership
subscription business as well as enhance and grow the base of corporate
sponsors.

Sales and Marketing. Sales and marketing expenses increased from $356,000
in 1996 to $843,000 in 1997. The increase in sales and marketing was due to
increased expenditures to support the membership subscription business, which
grew significantly in 1997 with the addition of the AT&T membership agreement.

General and Administrative. General and administrative expenses increased
from $437,000 in 1996 to $1.5 million in 1997. The increase in general and
administrative expenses was primarily due to the increase in facilities costs
and an increase in the number of personnel hired during the year to support the
growth in Student Advantage's business.

Depreciation and Amortization. Depreciation and amortization expenses
increased from $37,000 in 1996 to $239,000 in 1997, primarily due to the
amortization of goodwill and other intangible assets resulting from
acquisitions.

Loss from Operations. Loss from operations increased from $656,000 in 1996
to $3.2 million in 1997. The increase in loss from operations is due to an
increase in total costs and expenses from $2.4 million in 1996 to $7.0 million
in 1997, which was offset in part by an increase in total revenue from $1.7
million in 1996 to $3.8 million in 1997.

Interest Income (Expense), Net. Interest income (expense), net includes
interest income from Student Advantage's cash balances and interest expense
related to Student Advantage's financing obligations. Interest income increased
from $1,000 of net interest expense in 1996 to $29,000 of net interest income in
1997. The increase was primarily due to a higher average cash and cash
equivalents balance during 1997.

27
<PAGE> 30

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth unaudited quarterly statement of operations
data for each of the four quarters in the year ended December 31, 1998 and the
quarter ended March 31, 1999. In the opinion of management, the unaudited
financial statements have been prepared on a basis consistent with the audited
financial statements which appear elsewhere in this prospectus and include all
adjustments, which are only normal recurring adjustments, necessary for a fair
presentation of the financial position and results of operations for the
unaudited periods. The quarterly data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and the notes thereto appearing
elsewhere in this prospectus. The results of operations for any quarter are not
necessarily indicative of the results of operations for any future period.

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31,
1998 1998 1998 1998 1999
--------------- ------------- ------------- ------------ --------------
(UNAUDITED, IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenue
Subscription......................... $ 1,738 $ 2,274 $ 1,856 $ 1,306 $ 1,668
Other................................ 1,658 1,124 3,826 3,661 2,557
--------- --------- --------- ---------- ----------
Total revenue................ 3,396 3,398 5,682 4,967 4,225
--------- --------- --------- ---------- ----------
Costs and expenses
Cost of subscription revenue......... 302 413 951 776 320
Cost of other revenue................ 1,515 854 1,572 3,390 2,503
Product development.................. 485 812 596 695 573
Sales and marketing.................. 746 1,069 1,281 1,621 1,366
General and administrative........... 508 776 1,067 1,296 1,193
Depreciation and amortization........ 160 377 233 257 268
Stock-based compensation............. -- -- -- 808 273
--------- --------- --------- ---------- ----------
Total costs and expenses..... 3,716 4,301 5,700 8,843 6,496
--------- --------- --------- ---------- ----------
Loss from operations................... (320) (903) (18) (3,876) (2,271)
--------- --------- --------- ---------- ----------
Interest income (expense), net......... 15 (25) (33) 45 62
--------- --------- --------- ---------- ----------
Net loss............................... $ (305) $ (928) $ (51) $ (3,831) $ (2,209)
========= ========= ========= ========== ==========
</TABLE>

<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUE
--------------------------------------------------------------------------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue
Subscription................. 51.2% 66.9% 32.7% 26.3% 39.5%
Other........................ 48.8 33.1 67.3 73.7 60.5
------ ------ ------ ------- -------
Total revenue........ 100.0 100.0 100.0 100.0 100.0
------ ------ ------ ------- -------
Costs and expenses
Cost of subscription
revenue................... 8.9 12.2 16.7 15.6 7.6
Cost of other revenue........ 44.6 25.1 27.7 68.2 59.3
Product development.......... 14.2 23.9 10.5 14.0 13.6
Sales and marketing.......... 22.0 31.5 22.5 32.6 32.3
General and administrative... 15.0 22.8 18.8 26.1 28.2
Depreciation and
amortization.............. 4.7 11.1 4.1 5.2 6.4
Stock-based compensation..... -- -- -- 16.3 6.5
------ ------ ------ ------- -------
Total costs and
expenses........... 109.4 126.6 100.3 178.0 153.8
------ ------ ------ ------- -------
Loss from operations........... (9.4) (26.6) (0.3) (78.0) (53.8)
------ ------ ------ ------- -------
Interest income (expense),
net.......................... 0.4 (0.7) (0.6) 0.9 1.5
------ ------ ------ ------- -------
Net loss....................... (9.0)% (27.3)% (0.9)% (77.1)% (52.3)%
====== ====== ====== ======= =======
</TABLE>

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<PAGE> 31

LIQUIDITY AND CAPITAL RESOURCES

Student Advantage has financed its operations primarily through the private
placement of securities, cash from operations, borrowings under its credit
facilities and loans from LLC members. In October 1998, Student Advantage
completed a private placement of equity securities to new investors and received
$9.9 million in net proceeds. As of March 31, 1999, Student Advantage had
approximately $3.5 million in cash and cash equivalents.

Net cash used for operating activities was $2.3 million for the first
quarter of 1999 and $2.7 million for 1998, and net cash provided by operating
activities was $3.0 million for 1997. The net cash used in the first quarter of
1999 was primarily a result of a net loss of $2.2 million and a decrease in
deferred revenue of $1.2 million and partially offset by a decrease in accounts
receivable of $841,000. The increase in net cash used for operations for 1998
resulted primarily from an increase in accounts receivable of $2.7 million in
1998 and an increase net loss for 1998. The increase was partially offset by the
timing of payments of accounts payable and accrued expenses and increased
depreciation and amortization expense. Net cash provided by operations in 1997
was affected by an increase in deferred revenue of $5.4 million. Deferred
revenues increased $1.0 million in 1998 over those of 1997. Deferred revenue
represents primarily payments for membership fees not yet recognized as revenue
and advance payments for purchases of memberships and other services.

Net cash used for investing activities was $650,000 in 1997, $1.7 million
in 1998 and $268,000 in the first quarter of 1999. This increase in 1998 was due
primarily to the purchase of fixed assets and the acquisition of Collegiate
Advantage in 1998. The net cash used for investing activities in the first
quarter of 1999 was primarily due to the purchase of fixed assets.

Net cash used for financing activities was $453,000 in 1997, and net cash
provided by financing activities was $7.5 million in 1998 and $1.0 million in
the first quarter of 1999. The net cash provided by financing

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<PAGE> 32

activities in the first quarter of 1999 was primarily the result of borrowings
of $1.0 million under our line of credit. The increase in 1998 was primarily due
to net cash proceeds of $9.9 million from the sale of shares of Student
Advantage preferred stock, partially offset by a distribution of $2.3 million to
LLC members. In 1997, Student Advantage repurchased a member's LLC interest for
$630,000.

Student Advantage has a $2.75 million bank line of credit and equipment
lease credit facility, which expires on June 30, 2000. The line of credit bears
interest at a rate of LIBOR plus 2% or the bank's base rate. The line of credit
and equipment lease credit facility is secured by all of the assets of Student
Advantage. As of April 30, 1999, $2.5 million was outstanding under the line of
credit, and no amounts were outstanding under the equipment lease credit
facility.

Student Advantage has experienced a substantial increase in its
expenditures consistent with growth in operations and staffing, and anticipates
that this will continue for the foreseeable future. Additionally, Student
Advantage will continue to evaluate possible investments in businesses, products
and technologies, and plans to expand its Web infrastructure, sales and
marketing programs and aggressively promote its brand. Student Advantage
currently anticipates that its available cash resources combined with the net
proceeds from this offering will be sufficient to meet its anticipated needs for
working capital and capital expenditures for at least 24 months following this
offering.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 1998, the Accounting Standards Executive Committee ("AcSEC")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance for accounting for costs of software products developed or
purchased for internal use, including when costs should be capitalized. Student
Advantage does not expect the adoption of this standard to have a material
effect on Student Advantage's results of operation, financial position or cash
flows.

In April 1998, AcSEC issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"). SOP 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the financial reporting
of start-up costs and organization costs. It requires costs of start up
activities and organization costs to be expensed as incurred. As Student
Advantage has expensed these costs historically, the adoption of this standard
is not expected to have a significant impact on Student Advantage's results of
operations, financial position or cash flows.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives and Hedging Activities" ("SFAS No. 133"), which
establishes accounting and reporting standards for derivative instruments,
including derivative instruments embedded in other contracts, (collectively
referred to as derivatives) and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
The adoption of SFAS No. 133 is not expected to have an impact on Student
Advantage's results of operations, financial position or cash flows.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are coded
to accept or recognize only two digit entries in the date code field. These
systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and/or software used by many companies and governmental agencies may
need to be upgraded to comply with such Year 2000 requirements or risk system
failure or miscalculations causing disruptions of normal business activities.

State of Readiness. Student Advantage does not internally develop a
significant amount of software. Student Advantage has made a preliminary
assessment of the Year 2000 readiness of its operating financial and
administrative systems, including the hardware and software that support Student
Advantage's systems. Student Advantage's assessment plan consists of:

- contacting third-party vendors and licensors of material hardware,
software and services that are both directly and indirectly related to
the delivery of Student Advantage's services to its users,

- contacting vendors of third-party systems,

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<PAGE> 33

- assessing repair or replacement requirements,

- implementing repair or replacement, and

- creating contingency plans in the event of Year 2000 failures.

Student Advantage is currently conducting an inventory of and reviewing all
software and other systems that it believes might be affected by Year 2000
issues. Since third parties developed and currently support many of the systems
that we use, a significant part of this effort will be to ensure that these
third-party systems are Year 2000 compliant. We plan to confirm this compliance
through a combination of the representation by these third parties of their
products' Year 2000 compliance, as well as reviews of Year 2000 readiness
documentation from our vendors. Student Advantage plans to complete this process
prior to the end of the second quarter of 1999. Until such reviews are completed
and such vendors and providers are contacted, Student Advantage will not be able
to completely evaluate whether its systems will need to be revised or replaced.
We currently expect to complete all required modifications and install necessary
replacement systems prior to December 31, 1999.

Costs. To date, Student Advantage has spent an immaterial amount on Year
2000 compliance issues but expects to incur an additional approximately $100,000
in connection with identifying, evaluating and addressing Year 2000 compliance
issues. We have not hired additional employees or retained consultants, and do
not currently expect to hire additional employees or retain consultants to work
on Year 2000 compliance matters. Most of Student Advantage's expenses have
related to, and are expected to continue to relate to, the operating costs
associated with time spent by existing employees in the evaluation process and
Year 2000 compliance matters generally. Such expenses, if higher than
anticipated, could have a material adverse effect on Student Advantage's
business, results of operations and financial condition.

Risks. Student Advantage is not currently aware of any Year 2000 compliance
problems relating to its systems that would have a material adverse effect on
Student Advantage's business, results of operations and financial condition,
without taking into account Student Advantage's efforts to avoid or fix such
problems. We have received certificates or reports from our significant third
party vendors indicating that their systems are Year 2000 compliant or
identifying remaining corrective actions. We cannot be certain that we will
discover all Year 2000 compliance problems in our systems. In addition, we
cannot be certain that none of the third-party software, hardware or services
incorporated into our material systems will need to be revised or replaced,
which could be time-consuming and expensive. The failure of Student Advantage to
fix or replace its internally developed proprietary software or third-party
software, hardware or services on a timely basis could result in lost revenues,
increased operating costs, the loss of customers and other business
interruptions, any of which could have a material adverse effect on Student
Advantage's business, results of operations and financial condition.

Student Advantage is heavily dependent on a significant number of
third-party vendors to provide both network services and equipment. A
significant Year 2000-related disruption of the network, services or equipment
that third-party vendors provide to Student Advantage could cause Student
Advantage's members and visitors to consider seeking alternate sites or cause an
unmanageable burden on its customer service, which in turn could materially and
adversely affect Student Advantage's business, financial condition and results
of operations.

In addition, there can be no assurance that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside of Student Advantage's control will be Year 2000 compliant. The failure
by such entities to be Year 2000 compliant could result in a systemic failure
beyond the control of Student Advantage, such as a prolonged Internet,
telecommunications or electrical failure, which could also impair Student
Advantage's ability to deliver its services to its customers, decrease the use
of the Internet or prevent users from accessing its Web sites which could have a
material adverse effect on Student Advantage's business, results of operations
and financial condition.

Contingency Plan. As discussed above, Student Advantage is engaged in an
ongoing Year 2000 assessment and has not yet developed any contingency plans.
The results of Student Advantage's Year 2000 simulation testing and the
responses received from third-party vendors and service providers will be taken
into account in determining the nature and extent of any contingency plans.

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<PAGE> 34

BUSINESS

OVERVIEW

Student Advantage, Inc. is dedicated to serving the needs of college
students through our leading membership program and studentadvantage.com Web
site. With our national fee-based membership program, we have created a
community of over 1,000,000 student members who receive benefits including
ongoing discounts on products and services offered by over 40 national sponsors
and 12,000 sponsors in 115 local markets. Student Advantage offers the only
ongoing discount available to college students for the products and services of
many of our sponsors. With studentadvantage.com, we seek to enhance our brand
online and provide additional services to our members, sponsors and colleges
with the objective of becoming the leading online destination for students. The
studentadvantage.com Web site currently offers content, community and e-commerce
targeted to college students.

INDUSTRY BACKGROUND

College students represent a large audience with needs and interests that
are specific to their group. These students are exposed, often for the first
time, to lifestyle decisions and other challenges unique to the college
experience. With so many new experiences to manage, these students seek
information and guidance from a trusted resource able to assist them in matters
such as:

- purchasing and budgeting decisions,

- selecting a major or a career, or finding a job,

- conducting academic research,

- making lifestyle and extracurricular decisions,

- finding economical travel arrangements for breaks or holidays, and

- understanding financial aid alternatives.

To meet the needs of this audience, businesses are offering an increasing
variety of products and services designed to capture their interest. College
students represent an attractive market opportunity for businesses because of
their significant spending power and their tendency to retain brand loyalties
after graduation. According to Student Monitor LLC, a market research company,
total discretionary spending by college students in the 1997-1998 academic year
exceeded $105 billion. In the United States, there are over 15 million full-time
and part-time undergraduate and graduate students at more than 3,500 university
and college campuses. The college student population is also expected to grow as
there are currently 40 million children and young adults from ages 10 to 19.

Businesses have recognized the importance of college students and have
dedicated significant advertising and marketing expenditures towards this group.
However, college students have been difficult to reach in a targeted fashion
because:

- they are transient, frequently changing their addresses,

- the college student population has significant turnover,

- colleges are increasingly seeking to limit direct marketing to students
on campus, and

- few national advertising vehicles are directed toward the college student
population.

The Internet has emerged as an attractive medium for advertisers because it
offers a level of targetability, flexibility, interactivity and measureability
not available in traditional media. College students are active users of the
Internet, highly computer literate and active in e-commerce. According to
Student Monitor, 90% of students use the Internet and 52% of these students use
the Internet at least daily. Student Monitor estimates that in 1998, 21% of
students made online purchases representing $890 million in e-commerce.
According to Jupiter Communications, students will spend close to $2.6 billion
through e-commerce by the year 2002.

Student Advantage believes that businesses are seeking a nationally-focused
vehicle for targeting the attractive college demographic. Many businesses that
have tried to target college students have been
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<PAGE> 35

unsuccessful, due to the inherent difficulties in reaching this group. Marketing
organizations seeking to help businesses reach this market have had only limited
success because they are either restricted in their geographic scope or are not
able to offer a wide range of services and channels to reach students.

Furthermore, Student Advantage believes that while the Internet creates an
opportunity to reach targeted audiences, it has not been used effectively to
target college students. The major Internet navigational portal sites are
generally designed to appeal to a broad audience. These portals do not focus on
the issues that are relevant to college students, such as financial and
budgeting assistance, economical travel, lifestyle decisions and careers.
Student Advantage believes that there is a need for a comprehensive student
destination focused on the specific requirements of students for information,
guidance and other services.

THE STUDENT ADVANTAGE SOLUTION

Student Advantage is a leading resource and trusted advocate dedicated to
serving the needs of college students. As a result, we are positioned to serve
as a point of access to this market. Through our national membership program, we
have created a community of over 1,000,000 college student members who receive
benefits including ongoing discounts on products and services offered by over 40
national sponsors and 12,000 local sponsors. Student Advantage has also created
a comprehensive online destination for college students, studentadvantage.com.

College students can join the Student Advantage membership program:

- by obtaining, free of charge subject to credit approval by AT&T, a
co-branded card that serves as both a Student Advantage membership
identification card and an AT&T calling card,

- by paying an annual membership fee of $20, or

- through programs under which universities, colleges or university
organizations purchase memberships in bulk for distribution free of
charge to their students.

While our primary constituency is our student members, we also enable
businesses to reach the student market and enable colleges and universities to
provide a highly useful resource to students.

<TABLE>
<S> <C>
STUDENTS
A Community of over 1,000,000 student members receive a
variety of services and benefits, including ongoing
discounts on products and services
<CAPTION>
<S> <C> <C>
UNIVERSITIES BUSINESSES
Students at over 3,000 Over 40 national sponsors
colleges and universities [STUDENT ADVANTAGE LOGO] and 12,000 sponsors
are members of the in 115 local markets
Student Advantage
program
</TABLE>

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<PAGE> 36

Benefits to Student Members. The Student Advantage membership program
provides college students with ongoing discounts on products and services from
national sponsors including Amtrak, AT&T, Foot Locker, Greyhound, Staples and
Tower Records. For example, in 1998, our members spent $10.9 million on Amtrak
fares and saved over $1.9 million by using the Student Advantage discount. The
membership program also enables students to receive discounts for products and
services in 115 local markets.

Through our Web site, studentadvantage.com, we provide content, community
and e-commerce. The Web site offers services and information of particular
interest to college students, including discount purchasing, travel
alternatives, career and job searches, lifestyle and extracurricular decisions
and financial aid. Our Web site:

- enables access to college news from over 400 colleges and universities,

- provides online bulletin boards,

- provides free e-mail and an online address book, calendar and document
storage,

- offers an e-commerce marketplace, and

- includes a searchable directory of sponsors who offer discounts for
Student Advantage members.

Student Advantage members also receive a subscription to SAM, the Student
Advantage magazine. SAM includes lifestyle and practical content for students
and updates on new discounts available to Student Advantage members.

Benefits to Sponsors. We provide a platform for our sponsors to market
their products and services to a large, demographically attractive market.
Student Advantage appeals to sponsors and advertisers because it combines:

- a large and attractive demographic group,

- database marketing capabilities,

- a trusted brand,

- program usage tracking,

- quality online content, and

- community interaction.

By maintaining contact with students throughout their college experience
and by establishing relationships with universities, we also benefit businesses
by allowing targeted and continued access for advertising and marketing efforts.
In addition, businesses that offer products and services through Student
Advantage benefit by being associated with the Student Advantage brand. For
example, according to Egghead.com, during a two to three month marketing test
period in 1998, Student Advantage members who bought products from Egghead.com
spent 59% more per order than the average Egghead customer.

Sponsors also benefit from our direct marketing knowledge and the expertise
of our management team in designing and implementing effective marketing
techniques to reach college students. AT&T, for example, utilizes Student
Advantage for a variety of marketing programs, primarily to increase the number
of students carrying AT&T calling cards. In part by contracting with us, AT&T
during the 1998-99 school year exceeded its prior year's sales of calling cards
to college students by more than 300%.

We maintain eight regional offices throughout the United States in order to
more effectively reach students and provide services in local markets. These
offices, which are managed by our headquarters in Boston, provide us with a
broad geographical presence and enable us to implement effective nationwide
marketing programs.

Benefits to Colleges and Universities. Colleges and universities can
generate goodwill and help reduce the cost of student life by making the Student
Advantage program readily available to students. Colleges,

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<PAGE> 37

universities and university organizations can endorse the membership program,
co-market with us and share in associated revenues. Schools can also purchase
memberships in bulk and offer them to their students free of charge. As colleges
seek additional revenue streams, Student Advantage can establish off-campus
debit card programs for students and enable colleges and universities to
participate in debit-card transaction revenue from off-campus transactions by
their students. We also fund, and enlist other businesses to sponsor, on-campus
student activities and events. For example, Student Advantage co-sponsored
Midnight Madness at the University of North Carolina--Charlotte, an event that
marks the beginning of the university's college basketball season.

STRATEGY

Our objective is to be the leading online and offline resource for college
students. We intend to broaden and deepen our relationship with students by
serving the needs of our three key constituencies--students, businesses and
schools. The key elements of our strategy include the following:

Strengthen Online Destination for Students. We believe that our existing
1,000,000 members provide a platform for building the leading online destination
for students. Our goal is to establish our Web site, studentadvantage.com, as
the primary vehicle for delivery of our products and services to students. We
believe that the Internet is ideally suited for providing our products and
services and is a natural extension of our current business. Our Web site
currently offers content, community and e-commerce services targeted
specifically to college students. The Web site also allows students to enroll in
our membership program, receive customer service, and search our directory of
national and local sponsors who offer discounts. We intend to enhance our online
offerings by making additional content available and by expanding our e-commerce
marketplace with additional sponsors. We also expect to offer additional online
programming in order to personalize the Web site for particular college
campuses.

Continue to Build Brand. We believe that building our brand is critical to
attracting and expanding our membership and Internet user base. Our market
leadership position has been driven by our membership program and by partnering
with leading national and local sponsors and universities. We believe that
aggressive brand-building will become increasingly important to sustain our
leadership position. We have started to allocate some of our branding
expenditures toward online branding through partnerships and distribution
agreements with leading Internet-based companies and strategic alliances with
leading advertisers. We will also continue to enhance our offline branding both
directly and through co-marketing arrangements with our sponsors. Student
Advantage believes that it can build online brand awareness and attract traffic
by utilizing the reach of its student membership base.

Aggressively Grow Membership. We intend to continue to grow our membership
through a variety of initiatives including:

- increasing the rate of new memberships through our Web site by promoting
online membership sales and by increasing the number of e-commerce
sponsors to attract Web site visitors,

- increasing our number of corporate sponsors,

- expanding our relationships with colleges and universities, including
selling them memberships in bulk,

- expanding our on-campus tabling and marketing services,

- providing members-only premium services on our Web site by introducing
new content and services and transitioning portions of our existing
services and content to members-only status, and

- offering our program to high school students and college graduates.

Enhance Relationships with Students, Businesses and Schools. We intend to
continue to enhance our value to students by offering new products and services,
including online offerings for content, community and e-commerce. In addition to
increasing the number of national and local sponsors, Student Advantage will
provide additional services to sponsors, such as visitor tracking and membership
data which will allow

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<PAGE> 38

Student Advantage to better target advertising, make recommendations and provide
for a more personalized and engaging experience. Student Advantage will continue
to establish and strengthen its relationships with colleges and universities by
continuing to provide marketing services and by enabling schools to outsource
certain online services, such as e-mail.

Continue to Pursue Strategic Acquisitions and Alliances. Since inception,
we have acquired and integrated eight complementary businesses in order to
expand and strengthen our offerings to students. We plan to continue to acquire
companies or enter into alliances that offer opportunities to increase our
online traffic and obtain new technologies.

PRODUCTS AND SERVICES

We provide college students with discounts on a broad range of products and
services through our Student Advantage membership program, as well as valuable
resources through our Web site and other student-focused content and services
offerings. We also offer marketing services to businesses seeking to effectively
communicate with the college student population.

STUDENT ADVANTAGE MEMBERSHIP PROGRAM

Our membership program provides valuable savings opportunities, services
and information to college students. During the 1998-99 academic year, over
1,000,000 students at over 3,000 colleges and universities were members of the
Student Advantage program. Members typically subscribe for one-year memberships
that coincide with the academic year. Memberships are sold in three different
ways. Most are sold to AT&T and distributed in conjunction with an AT&T calling
card. These membership cards are co-branded and serve as both a Student
Advantage membership identification card and an AT&T calling card. Memberships
are also sold to colleges, universities and university organizations for
distribution free of charge to students. In addition, Student Advantage sells
memberships directly to students for a membership fee that is currently $20 per
year.

Upon enrollment, Student Advantage members receive a Student Advantage
membership identification card and a member guide describing the program and its
benefits. By presenting the Student Advantage card at participating retail
locations, or by providing their membership number online, Student Advantage
members receive attractive discounts throughout the year for products and
services from both national and local sponsors. We receive payments from certain
of our national sponsors when Student Advantage members purchase products and
services from them. Student Advantage currently offers discounts from over 40
national sponsors and 12,000 local sponsors in 115 local markets.

National discounts available to Student Advantage members include:

- 15% off Amtrak rail fares

- 15% off Greyhound bus fares

- 15% off purchases from Foot Locker, Lady Foot Locker and Kids Foot Locker

- $50 off any graduate school test preparation course at The Princeton
Review

STUDENT-FOCUSED CONTENT AND SERVICES

studentadvantage.com

Our Web site, studentadvantage.com, addresses the needs of college students
for content, community and e-commerce.

Content. Student Advantage's content offering includes up-to-date
information on topics of interest to students, including purchasing and
budgeting decisions, travel, career, education, entertainment, health,
lifestyles and financial aid. For example, students may access articles
that

36
<PAGE> 39

provide information on studying abroad or purchasing renters' insurance.
Our content is both developed by our editors and collected from over 400
colleges using our U-WIRE news feed. In addition, our Web site provides
students with information customized for their local market or college
campus and a searchable online directory of national and local discounts
offered by our sponsors. Our Web site also includes maps and directions
to retail locations that offer discounts.

Community. The studentadvantage.com Web site offers students a number
of community-building services. Student Advantage's online bulletin
boards give students the opportunity to discuss topics such as
interviewing techniques and campus life. Our Virtual Backpack service
allows students to set up their own e-mail account, organize contact
information in an online address book, store documents and keep track of
important dates on an online calendar. We also enable students to send
online greeting cards.

e-Commerce. Students can purchase a variety of products online with a
Student Advantage discount. Members can purchase products directly from
vendors through our marketplace or link to a Web page that is co-branded
with a sponsor. Products offered online include books, software, music,
footwear, magazines and flowers. In order to receive discounts on the
products offered through our Web site, students must join our membership
program. Companies whose products can be purchased online through links
from our Web site include Egghead.com, Rockport Company and
1-800-FLOWERS.com.

U-WIRE (University Wire)

U-WIRE is a daily electronic news service providing college news, sports,
opinion and entertainment content collected from over 400 college newspapers.
U-WIRE can be accessed at studentadvantage.com. U-WIRE editors select news,
sports, opinion and entertainment articles from its member newspapers and
distribute content among the college newspapers for inclusion in their print and
online editions. Student Advantage has the exclusive right to syndicate most of
the U-WIRE content electronically, and to sell content from the college
newspapers to syndication clients, which currently include Yahoo!, Excite,
USAToday.com, Lexis-Nexis and Digital City, an affiliate of America Online.

SAM, The Student Advantage Magazine

The Student Advantage membership includes a subscription to SAM, the
Student Advantage magazine. SAM is a magazine that is mailed directly to our
members. SAM includes lifestyle and practical content for students, updates on
new discounts and privileges available to Student Advantage members and
interactive features, such as member surveys and contests. Articles are provided
primarily by freelance writers. We use feedback from our readers to tailor
future articles and offerings to their particular interests and needs.

Rail Connection

Through an arrangement with CIT Tours, Corp., a representative of the
Italian State Railways, we offer Eurail passes to student members and others. We
promote our Eurail passes to Student Advantage members in travel guide books,
through direct mail and in advertisements in campus publications.

CORPORATE MARKETING SERVICES

We provide tailored marketing services for businesses seeking to market
their products and services to college students. Our in-depth knowledge of the
college student market, our expertise in marketing to college students and our
extensive university relationships enable us to help businesses effectively and
efficiently reach college students. Student Advantage currently provides a
variety of marketing services to businesses, including the following:

- organizing and executing marketing tours that travel campus to campus,

- staffing tables at on-campus college locations, such as student unions,
to solicit potential student customers,

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- developing and managing programs that recruit, train and supervise
students to represent businesses on campus,

- assisting marketers who desire to sponsor on-campus events, such as movie
screenings and concerts, and

- helping marketers place advertisements in college newspapers.

We also provide staffing for on-campus events and other activities for
businesses that have already designed a marketing program but lack
implementation resources and expertise at the campus level.

Our marketing services are typically offered to businesses on a fixed-cost
basis or hourly rate basis.

Our marketing services group utilizes eight regional offices across the
United States. The broad geographical reach of our marketing services group
allows us to execute our services nationwide. In 1998, clients who purchased our
marketing services included Amtrak, AT&T, Coca-Cola and Visa.

ACQUISITION OF UNIVERSITY NETCASTING

We believe that the acquisition of University Netcasting will enable us to
strengthen our online destination.

ALLIANCES

An important element of our strategy is to form alliances to assist us in
offering products and services to students and in offering businesses and
advertisers an effective channel for reaching college students.

AT&T

Our relationship with AT&T has enabled us to rapidly expand our membership
base and strengthen our presence on college campuses as a resource associated
with quality brand products and services.

In February 1997, Student Advantage and AT&T entered into a membership
agreement under which Student Advantage earns a fee from AT&T for each
membership issued in connection with a Student Advantage AT&T Calling Card, with
a minimum commitment by AT&T for 1.25 million Student Advantage memberships per
academic year. Student Advantage agreed that it would not enter into any
promotional or marketing activities with any credit card, telecommunications or
multipurpose college student identification card provider, other than AT&T. The
agreement provides that we will not allow any third party, other than certain
colleges, universities and university organizations based on their size, to
offer a Student Advantage membership to college students free of charge.

In February 1998, we entered into a marketing agreement with AT&T under
which we agreed to promote and market AT&T's calling card services to college
students. We also agreed to provide certain marketing services focused on the
college market to AT&T. AT&T appointed Student Advantage as the exclusive
provider, at certain colleges and universities designated by AT&T, of tabling
and non-tabling activities (which require a physical presence by its employees
on the college campus) with respect to the solicitation of college students for
the AT&T calling card service. In return, AT&T agreed to pay us for the
solicitation of each application for such service. In addition, AT&T agreed to
pay for additional marketing activities and to be the exclusive sponsor of
certain online offerings. We also granted AT&T a right of first and last refusal
to be the exclusive telecommunications advertiser for the first four issues of
the Student Advantage magazine. AT&T agreed to promote and market the Student
Advantage
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<PAGE> 41

membership through television, mass media marketing or other mass media
advertising. We are also providing other marketing services to AT&T in the
college student market.

In July 1998, AT&T exercised an option to extend the original termination
dates of the membership agreement and the marketing agreement to June 1, 2001.
However, AT&T may terminate these agreements prior to such date upon 120 days
prior notice, subject to payment of a termination fee under certain
circumstances. AT&T may also terminate the agreements if Raymond V. Sozzi, Jr.
is no longer employed as President of Student Advantage, or if he no longer owns
a minimum five percent ownership interest in Student Advantage. AT&T accounted
for 62% of our total revenues in 1997, 68% of our total revenues in 1998 and 69%
of our total revenues in the first quarter of 1999. While we are not aware of
plans by AT&T to terminate its use of our services, the termination of our
relationship with AT&T, or a material reduction in the use of our services by
AT&T, would have a material adverse effect on our business.

Sponsors

Student Advantage offers its members discounts on products and services
from over 40 national sponsors and over 12,000 local sponsors in 115 local
markets, including rail fares, bus fares, CDs, books and clothing.
Representative national sponsors and local markets include:

REPRESENTATIVE NATIONAL SPONSORS REPRESENTATIVE LOCAL MARKETS
-------------------------------- ----------------------------
<S> <C> <C> <C>
1-800-FLOWERS.com IBM Ann Arbor, Michigan Lawrence, Kansas
Amtrak Jostens Auburn, Alabama Los Angeles, California
Blimpie International Linens 'n Things Austin, Texas Madison, Wisconsin
Choice Hotels Pearle Vision Berkeley, California New York, New York
Dollar Rent A Car The Princeton Review Boston, Massachusetts Philadelphia, Pennsylvania
Egghead.com Rockport Company Boulder, Colorado Princeton, New Jersey
Foot Locker Staples Chapel Hill, North Carolina San Diego, California
Greyhound The Wall Street Journal Chicago, Illinois Tallahassee, Florida
Hostelling International Tower Records Columbus, Ohio Washington, D.C.
</TABLE>

For many of our national sponsors, the Student Advantage discount is the
only ongoing discount offered specifically to college students. Many of our
national sponsors engage in co-marketing activities with Student Advantage.
Student Advantage seeks to identify and attract additional sponsors whose
products and services complement its offerings and who offer valuable ongoing
discounts to its members.

Advertisers

We provide advertisers with access to a large, demographically attractive
college student audience. We also provide advertisers with direct marketing
knowledge and expertise in designing and implementing effective advertising to
reach college students. Businesses which have purchased advertising from us,
such as advertising in SAM, sponsorship of portions of our Web site and banner
advertising, include Barnes & Noble, Ford Motor Company, Microsoft and Visa.

Unlike many competitors, we are able to combine print, on-campus and Web
site advertisements. We intend to expand our in-house sales force during 1999
and offer additional banner advertising and sponsorship opportunities on our Web
site.

UNIVERSITY RELATIONSHIPS

We believe that university relationships are critical to our success. An
important element of our strategy is to continue to develop relationships with
colleges, universities and university organizations to assist us in marketing
and selling our products and services. The Student Advantage membership program
has been endorsed by more than 30 colleges, universities and university
organizations. These schools and organizations typically agree to co-market the
Student Advantage membership program to their students, which includes sending
students a letter explaining the program and enclosing an application, and
receive a percentage of the associated membership fees.

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<PAGE> 42

Colleges and universities, or university organizations from these schools,
that have endorsed the Student Advantage membership program include:

Arkansas State University
Auburn University
Boston University
Emory University

University of California--Berkeley

University of North Carolina--Charlotte
Northwestern University
University of Pennsylvania
University of Utah
Villanova University

University of Nevada--Las Vegas

University of Virginia

In addition, colleges and universities that have purchased Student
Advantage memberships in bulk, at varying discounts depending on volume, and
distributed the memberships to their students free of charge, include:

Albany Medical College

The Boston Conservatory

Brandeis University

DeVry Institute of Technology

Oglethorpe University

Santa Fe Community College

Student Advantage has also established an off-campus debit card program for
New York University and American University. For these universities, we enroll
off-campus local merchants to participate in a debit card program maintained by
the university. Students purchase goods and services from these local merchants,
and the amount of their purchase is deducted from the balance in their
university debit card account. In connection with these purchases, participating
merchants pay a transaction fee, which is shared by Student Advantage and the
university.

SALES AND MARKETING

As of March 31, 1999, Student Advantage had a direct sales organization
consisting of 27 professionals. Five of these professionals are dedicated to the
AT&T relationship with an additional four professionals dedicated primarily to
managing our other significant sponsor relationships. The remaining 18
professionals are engaged in a variety of sales functions, including:

- selling advertising in SAM,

- selling banner advertising and sponsorships on studentadvantage.com,

- enlisting additional national sponsors for its discount program,

- seeking opportunities for corporate-sponsored events and promotions
targeted at college students, and

- managing existing sponsor relationships

In addition, we maintain a regional sales organization of 37 professionals
in eight regional offices focused primarily on enlisting and managing local
sponsors and providing marketing services. These offices, which are managed by
our headquarters in Boston, provide us with a broad geographical presence and
enable us to implement effective nationwide marketing programs.

Student Advantage uses a variety of online and traditional marketing
programs to increase brand awareness. Our marketing goals are to create and
enhance awareness of Student Advantage as the leading resource and trusted
advocate dedicated to serving the needs of college students, the most effective
way for marketers and advertisers to reach students, and a trusted and effective
resource for colleges and universities. Our marketing strategy for each contains
a mix of online advertising, programs which drive members to our Web site,
in-store advertising in local retail locations, on-campus direct solicitation of
students, outbound e-mail, co-marketing with colleges and universities through
on-campus posters and student mailbox drops, print advertising, new media banner
campaigns, and direct mail. Student Advantage's marketing department consisted
of 14 marketing professionals as of March 31, 1999.

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<PAGE> 43

TECHNOLOGY

Student Advantage has implemented a broad array of site management,
advertising management, customer interaction, registration systems,
transaction-processing and fulfillment systems using a combination of its own
proprietary technologies and commercially available, licensed technologies. Our
current strategy is to license commercially available technology whenever
possible rather than seek internally developed solutions. We use contractors to
develop the specialized software necessary for our business, such as the
software required to register members online.

Consistent with our preference for off-the-shelf software components, the
hardware systems that we utilize also consist of commercially available
components. Student Advantage believes that this architecture provides the
ability to increase scale quickly and reliably, and at a relatively low cost.
Although our existing infrastructure currently exceeds present demand, we have
plans for additional upgrades in anticipation of increased demand.

Our membership database is hosted at AERO Fulfillment Services and utilizes
Microsoft SQL database software. Our production servers utilize Sun
Microsystems, Inc. hardware and use Netscape Web server software. Student
Advantage's system hardware is hosted at USWeb Corporation (doing business as
USWeb/CKS), a third-party facility in New York. A group of systems
administrators and network managers at USWeb/CKS operate our Web site, network
operations and transaction-processing systems and monitor our systems 24 hours a
day.

Our operations are dependent upon USWeb/CKS's and AERO's ability to
maintain their systems in effective working order and to protect their systems
against damage from fire, natural disaster, power loss, telecommunications
failure or similar events. Student Advantage's servers are powered by an
uninterruptible power supply to provide a safeguard against unexpected power
loss. Our systems are copied to backup tapes each night and stored at an
off-site storage facility for one year. In addition, the servers are equipped
with redundant file systems, which allows for prompt replacement of defective
disks without interruption of service.

COMPETITION

The market for student members and Internet services and products is
relatively new, intensely competitive and rapidly changing. With no substantial
barriers to entry in the Web site market, we believe that competition will
continue to intensify. We compete, directly and indirectly, for members,
advertisers, sponsors and viewers with the following categories of companies:

- general purpose consumer online services such as America Online and
Microsoft Network, each of which provides access to student-related
content and services,

- Web search and retrieval services, such as AltaVista, Excite, Infoseek,
Lycos, and Yahoo!, and other high-traffic Web sites,

- Web sites targeted to students generally or to students of a particular
school, such as Web sites developed by College Club, Student.Net
Publishing and CommonPlaces,

- membership programs, such as programs offered by Memberworks and Cendant,

- publishers and distributors of traditional off-line media (such as
television, radio and print), including those targeted to college
students, many of which have established or may establish Web sites, and

- vendors of college student information, merchandise, products and
services distributed through other means, including retail stores, mail
and schools.

We believe that the principal competitive factors in attracting and
retaining members are:

- brand recognition,

- quality of content and service,

- critical mass of members and sponsors,

- number and type of discounts,

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<PAGE> 44

- relationships with universities,

- comprehensive geographic coverage,

- breadth of offerings, and

- cost of service.

We believe that the principal competitive factor in attracting and
retaining sponsors, merchandisers and content providers is our ability to offer
sufficient incremental revenue from online and offline sales of products and
services. We believe that the principal competitive factors in attracting
advertisers include the demographics of our membership and user base, the number
of readers of our magazine, the number of members and users of our Web site,
cost of advertising and creative implementation of advertisement placements
across our products and services. There can be no assurance that we will be able
to compete favorably with respect to these factors.

We believe that the strong Student Advantage brand combined with our
ability to deliver a targeted, demographically-attractive audience to
advertisers and sponsors, our existing base of over 1,000,000 members, our
national and local sponsors and our relationships with colleges and universities
are principal competitive advantages. We are not able to reliably estimate the
number of our direct competitors. However, many of our competitors, current and
potential, have significantly greater financial, technical or marketing
resources. In addition, providers of Internet tools and services may be acquired
by, receive investments from, or enter into other commercial relationships with
larger, well-established and well-financed companies, such as Microsoft or
America Online. Greater competition resulting from such relationships could have
a material adverse effect on our business.

INTELLECTUAL PROPERTY AND PROPERTY RIGHTS

Student Advantage regards its copyrights, service marks, trademarks, trade
dress, trade secrets, proprietary technology and similar intellectual property
as critical to its success, and relies on trademark and copyright law, trade
secret protection and confidentiality and/or license agreements with its
employees, customers, independent contractors, sponsors, and others to protect
its proprietary rights. Student Advantage strategically pursues the registration
of its trademarks and service marks. However, effective trademark, service mark,
copyright and trade secret protection may not be available. There can be no
assurance that the steps taken by us to protect our proprietary rights will be
adequate or that third parties will not infringe or misappropriate our
copyrights, trademarks, trade secrets, trade dress and similar proprietary
rights. In addition, there can be no assurance that other parties will not
independently develop substantially equivalent intellectual property. A failure
by us to protect our intellectual property in a meaningful manner could have a
material adverse effect on our business, financial condition and results of
operations. In addition, litigation may be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets or to determine
the validity and scope of the proprietary rights of others. Such litigation
could result in substantial costs and diversion of financial and managerial
resources, which could have a material adverse effect on our business.

Student Advantage has been subject to claims and expects to be subject to
legal proceedings and claims from time to time in the ordinary course of its
business, including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties. Such claims, even if not
meritorious, could result in the expenditure of significant financial and
managerial resources. Further, if such claims are successful, Student Advantage
may be required to change its trademarks, alter its content and pay financial
damages. There can be no assurance that such changes of trademarks, alteration
of content or payment of financial damages will not adversely affect our
business.

We may be required to obtain licenses from others to refine, develop,
market and deliver new products and services. There can be no assurance that we
will be able to obtain any such license on commercially reasonable terms or at
all or that rights granted pursuant to any licenses will be valid and
enforceable.

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<PAGE> 45

"Student Advantage", "U-WIRE", "Virtual Backpack" and "The Main Quad" are
trademarks and service marks of Student Advantage. All other trademarks, service
marks or trade names referred to in this prospectus are the property of their
respective owners.

GOVERNMENT REGULATION

Student Advantage is subject to various laws and regulations relating to
its business. Although there are currently few laws or regulations directly
governing access to or commerce on the Internet, due to the increasing
popularity and use of the Internet, a number of laws and regulations may be
adopted regarding user privacy, pricing, acceptable content, taxation and
quality of products and services. In addition, several telecommunications
providers have petitioned the Federal Communications Commission to regulate and
impose fees on Internet service providers and online service providers in a
manner similar to long distance telephone carriers. The adoption of any such
laws or regulations could adversely affect the costs of communicating on the
Internet and adversely affect the growth in use of the Internet, or decrease the
acceptance of the Internet as a communications and commercial medium. Moreover,
it may take years to determine the extent to which existing laws relating to
issues such as property ownership, libel and personal privacy are applicable to
the Internet. Any new laws or regulations relating to the Internet could
decrease demand for our products and services or otherwise have a material
adverse effect on our business.

EMPLOYEES

As of March 31, 1999, Student Advantage had a total of 175 full-time
employees. Student Advantage also hires temporary employees, particularly at the
beginning of each school semester, and contract service providers as necessary.
As we continue to grow and introduce additional products and services, we expect
to hire additional employees, particularly in online product development and
sales and marketing. None of our employees is represented by a labor union or is
the subject of a collective bargaining agreement. We believe that relations with
our employees are generally good. Competition for qualified personnel in our
industry is intense, particularly among sales, online product development and
technical staff. We believe that our future success will depend in part on our
continued ability to attract, hire and retain qualified personnel.

FACILITIES

Student Advantage is headquartered at 280 Summer Street in Boston,
Massachusetts, where it presently leases an aggregate of approximately 30,000
square feet. Our current leases for this facility expire at various times
through 2005. We also maintain regional offices and lease space in Atlanta,
Georgia; Berkeley, California; Chicago, Illinois; Dallas, Texas; Lawrence,
Kansas; Los Angeles, California; New York, New York and Washington, D.C.

We believe that our current facilities and other facilities that will be
available to us will be adequate to accommodate our needs for the foreseeable
future. There can be no assurance that we will be successful in obtaining
additional space, if required, or if such space is obtained that it will be on
terms acceptable to us.

LEGAL PROCEEDINGS

We are not presently subject to any material legal proceedings. We may from
time to time become a party to various legal proceedings arising in the ordinary
course of our business.

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<PAGE> 46

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The directors, executive officers and other key employees of Student
Advantage, and their ages as of May 17, 1999 are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Raymond V. Sozzi, Jr.*.................... 31 Chairman of the Board of Directors, President and
Chief Executive Officer
Andrea K. Abegglen*....................... 32 Vice President, Marketing Communications
Christopher B. Andrews*................... 44 Vice President, Finance and Administration, and
Chief Financial Officer
G. Todd Eichler*.......................... 31 Executive Vice President, Member Management
Ronald J. Kos*............................ 58 Chief Operating Officer
David M. Liniado*......................... 28 Vice President, Campus Development
Daniel G. Siegel*......................... 30 Vice President, Product Development
Michael T. Fuller......................... 37 Vice President, Market Development
Mason Myers............................... 28 Vice President, Business Development
Kevin Watters............................. 27 Vice President, Marketing
John M. Connolly.......................... 47 Director
William S. Kaiser+........................ 43 Director
John Katzman+............................. 39 Director
Marc Turtletaub+.......................... 53 Director
</TABLE>

- ---------------
* Executive Officer.
+ Member of the Audit Committee and the Compensation Committee.

Raymond V. Sozzi, Jr. founded Student Advantage in 1992 and has served as
Chairman of the Board of Directors, President and Chief Executive Officer of
Student Advantage since its inception. Before founding Student Advantage, Mr.
Sozzi was employed by Bain & Company, a consulting company, as an associate
consultant. Mr. Sozzi received a B.A. from Dartmouth College in 1990.

Andrea K. Abegglen has served as Vice President, Marketing Communications,
of Student Advantage since May 1998. From November 1997 to April 1998, Ms.
Abegglen served as Vice President, Strategic Partnerships, of Student Advantage.
From May 1996 to October 1997, Ms. Abegglen served as Chief Operating Officer of
Student Advantage. From June 1993 to April 1996, Ms. Abegglen served as
President of Crimson & Brown Associates, a recruiting firm for minority students
and professionals, and as its Vice President from June 1991 to June 1993. Ms.
Abegglen received a B.A. from the University of Pennsylvania in 1989.

Christopher B. Andrews has served as Vice President and Chief Financial
Officer of Student Advantage since September 1998 and as Vice President, Finance
and Administration, of Student Advantage since January 1999. From January 1992
to August 1998, Mr. Andrews served as Vice President, Finance and
Administration, and from July 1996 to December 1996 also served as interim
President and Chief Executive Officer of Advanced Visual Systems Inc., a
visualization software company. Mr. Andrews received a J.D. from Boston College
Law School in 1981 and a B.A. from Harvard College in 1977.

G. Todd Eichler has served as Executive Vice President, Member Management,
of Student Advantage since January 1997 and served as Vice President, Marketing,
of Student Advantage from January 1995 to December 1996. From January 1991 to
December 1994, Mr. Eichler was employed by Bronner Slosberg Humphrey Inc., a
direct marketing and advertising agency, as an account supervisor. From 1989 to
1991 Mr. Eichler was employed by Bain & Company as an associate consultant. Mr.
Eichler received a B.A. from Duke University in 1989.

Ronald J. Kos has served as Chief Operating Officer of Student Advantage
since May 1999. From February 1998 to May 1999, Mr. Kos was Senior Vice
President, Marketing and Operations, of iVillage,

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<PAGE> 47

Inc., an online women's network. From September 1994 to February 1998, Mr. Kos
was President of the Signal Ridge Group, a national consulting practice that he
founded. From April 1991 to August 1994, Mr. Kos was Senior Vice President in
charge of marketing and sales services activities at Hasbro, Inc., a toy
designer and manufacturer. Mr. Kos received a M.B.A. from the University of
Southern California and a B.S. from the United States Air Force Academy.

David M. Liniado has served as Vice President, Campus Development, of
Student Advantage since January 1996. From September 1994 to December 1995, Mr.
Liniado was Director of the Southern Region of Student Advantage. In May 1992
Mr. Liniado founded College Discount Association, a student membership company,
and served as its President from May 1992 to August 1994. Mr. Liniado received a
B.A. from Emory University in 1993.

Daniel G. Siegel has served as Vice President, Product Development, of
Student Advantage since May 1997, and served as Director of Marketing of Student
Advantage from November 1992 to July 1995. From May 1996 to August 1996, Mr.
Siegel was employed by Microsoft Corporation, a software company, to conduct a
worldwide original equipment manufacturer market study. Mr. Siegel received an
M.B.A. from the Wharton School of Business at the University of Pennsylvania in
1997 and a B.A. from the University of Michigan in 1990.

Michael T. Fuller has served as Vice President, Market Development, of
Student Advantage since January 1999. From July 1995 to March 1999, Mr. Fuller
was President of both The Campus Agency, LLC, an advertising and custom
publishing company, and The Travel Holding Group, LLC, a travel marketing
company. From 1991 to June 1995, Mr. Fuller was Director, Sales and Marketing,
of Travel CUTS, a student travel company.

Mason Myers has served as Vice President, Business Development, of Student
Advantage since January 1999 and served as Senior Director, New Media, of
Student Advantage from December 1997 to December 1998. Mr. Myers co-founded The
Main Quad, Inc., a student-focused Internet site, in May 1995 and served as its
Co-President from May 1995 to December 1997. From August 1994 to May 1995, Mr.
Myers was employed as a project manager by Smart Valley, Inc., a non-profit
organization using the Internet to improve the community of Silicon Valley. From
January 1994 to July 1994, Mr. Myers was employed by MFS Communications, Inc., a
telecommunications company, in various public relations roles. Mr. Myers
received a B.A. from Duke University in 1993.

Kevin Watters has served as Vice President, Marketing, of Student Advantage
since April 1999 and served as Senior Director, New Media, of Student Advantage
from December 1997 to March 1999. Mr. Watters co-founded The Main Quad, Inc. in
May 1995 and served as its Co-President from May 1995 to December 1997. From
September 1993 to April 1995, Mr. Watters was employed by The Procter & Gamble
Company, a consumer products company, in its sales management program. Mr.
Watters received a B.A. from Duke University in 1993.

John M. Connolly has served as a Director of Student Advantage since May
1999. Mr. Connolly founded Mainspring, Inc., an Internet e-strategy service
firm, and has served as its President and Chief Executive Officer since June
1996. In July 1989, Mr. Connolly founded Course Technology, Inc., a publishing
company focused on the higher education market, and served as its President and
Chief Executive Officer from July 1989 to April 1996. From August 1994 to April
1996, Mr. Connolly was also employed by the International Thomson Publishing
Company, a publishing company, as Chief Executive Officer of its Media Group.

William S. Kaiser has served as a Director of Student Advantage since
October 1998. Since 1986, Mr. Kaiser has been an employee of Greylock Management
Corporation, a venture capital company, and he is a general partner of several
venture capital funds affiliated with Greylock. Mr. Kaiser currently serves as a
Director of Clarus Corporation and Open Market, Inc.

John Katzman has served as a Director of Student Advantage since March
1996. Mr. Katzman founded Princeton Review Publishing, L.L.C., a provider of
test preparation and admission services, and has served as its President since
1981.
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<PAGE> 48

Marc Turtletaub has served as a Director of Student Advantage since October
1998. Mr. Turtletaub has served as Chief Executive Officer of The Money Store,
Inc., a financial services company, since 1979.

Each executive officer serves at the discretion of the Board of Directors
and holds office until his or her successor is elected and qualified or until
his or her earlier resignation or removal. There are no family relationships
among any of the Directors or executive officers of Student Advantage. All of
the Directors were originally elected to the Board of Directors pursuant to
agreements that will terminate upon the consummation of this offering.

BOARD COMPOSITION

Following this offering, the Board of Directors of Student Advantage will
be divided into three staggered classes, each of whose members will serve for a
three-year term. The Board will consist of one Class I Director (Mr. Katzman),
two Class II Directors (Messrs. Connolly and Sozzi) and two Class III Directors
(Messrs. Kaiser and Turtletaub). At each annual meeting of stockholders, a class
of directors will be elected for a three-year term to succeed the directors of
the same class whose terms are then expiring. The terms of the Class I Director,
Class II Directors and Class III Directors will expire upon the election and
qualification of successor directors at the annual meeting of stockholders to be
held during calendar years 2000, 2001 and 2002.

BOARD COMMITTEES

The Board of Directors has a Compensation Committee composed of Messrs.
Kaiser, Katzman and Turtletaub, which makes recommendations concerning salaries
and incentive compensation for employees of Student Advantage and administers
and grants stock options under Student Advantage's stock option plans. The Board
also has an Audit Committee composed of Messrs. Kaiser, Katzman and Turtletaub,
which reviews the results and scope of the audit and other services provided by
Student Advantage's independent public auditors.

DIRECTOR COMPENSATION

We do not currently compensate directors for attending meetings of the
Board of Directors or committee meetings of the Board of Directors. Directors
are reimbursed for reasonable expenses incurred in attending board meetings.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation
during the year ended December 31, 1998 of Student Advantage's Chief Executive
Officer and all other executive officers whose salary and bonus for 1998 equaled
or exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------- ALL OTHER
NAME AND PRINCIPAL POSITIONS SALARY BONUS(1) COMPENSATION
- ---------------------------- -------- --------- ------------
<S> <C> <C> <C>
Raymond V. Sozzi, Jr........................................ $93,798 $150,000 $6,000(2)
Chairman of the Board of Directors,
President and Chief Executive Officer
G. Todd Eichler............................................. 106,475 50,000 --
Executive Vice President,
Member Management
</TABLE>

- ---------------
(1) Represents the bonus earned for services performed in 1998 based upon
Student Advantage's operating performance during 1998. Such amounts have not
yet been paid.

(2) Represents an automobile allowance of $6,000.

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<PAGE> 49

OPTION GRANTS DURING FISCAL 1998

Student Advantage did not grant any options or stock appreciation rights
during 1998 to either of the executive officers named in the Summary
Compensation Table.

OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

Neither of the executive officers named in the Summary Compensation Table
exercised any options to purchase securities of Student Advantage during 1998 or
held any such options as of December 31, 1998.

STOCK PLANS

1998 Stock Incentive Plan

Student Advantage's 1998 Stock Incentive Plan and a related plan for
California employees, collectively referred to as the Incentive Plan, were
adopted by the Board of Directors and approved by the stockholders of Student
Advantage on December 10, 1998. As of April 30, 1999, 122,061 shares of common
stock had been issued upon exercise of options granted under the Incentive Plan.
As of that date, options to purchase 2,225,736 shares of common stock at a
weighted average exercise price of $0.36 per share were outstanding.

The Incentive Plan provides for the grant of incentive stock options
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended, non-statutory stock options, restricted stock awards and other
stock-based awards, collectively referred to as Awards. As of April 30, 1999, a
total of 5,152,203 shares of common stock were reserved for future grants under
the Incentive Plan.

All officers, employees, directors, consultants and advisors of Student
Advantage and its subsidiaries are eligible to receive Awards under the
Incentive Plan. Under present law, however, incentive stock options may only be
granted to employees.

Student Advantage may grant options at an exercise price less than, equal
to or greater than the fair market value of the common stock on the date of
grant. Under present law, incentive stock options and options intended to
qualify as performance-based compensation under Section 162(m) of the Internal
Revenue Code may not be granted at an exercise price less than the fair market
value of the common stock on the date of grant (or less than 110% of the fair
market value in the case of incentive stock options granted to optionees holding
more than 10% of the voting power of Student Advantage). The Incentive Plan
permits the Board of Directors to determine how optionees may pay the exercise
price of their options, including by cash, check or in connection with a
"cashless exercise" through a broker, by surrender to Student Advantage of
shares of common stock, by delivery to Student Advantage of a promissory note,
or by any combination of the permitted forms of payment.

The Board of Directors has the authority to adopt, amend and repeal the
administrative rules, guidelines and practices relating to the Incentive Plan.
It may delegate authority under the Incentive Plan to one or more committees of
the Board of Directors and, subject to certain limitations, to one or more
executive officers of Student Advantage. The Board of Directors has authorized
the Compensation Committee to administer the Incentive Plan, including the
granting of options to executive officers. Subject to any applicable limitations
contained in the Incentive Plan, the Board of Directors, the Compensation
Committee or any other committee or executive officer to whom the Board of
Directors delegates authority, as the case may be, selects the recipients of
awards and determines:

- the number of shares of common stock covered by options and the dates
upon which such options become exercisable,

- the exercise price of options,

- the duration of options, and

- the number of shares of common stock subject to any restricted stock or
other stock-based awards and the terms and conditions of such awards,
including the conditions for repurchase, issue price and repurchase
price.

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<PAGE> 50

In the event of a merger or other acquisition event, the Board of Directors
is authorized to provide for outstanding options or other stock-based Awards to
be assumed or substituted for by the acquiror and if not so assumed the Board
shall provide for the acceleration of the vesting of awards. The option and
restricted stock agreements evidencing grants of Awards under the Incentive Plan
generally provide in the event of a change in control of Student Advantage for
the acceleration of the vesting of options and other stock-based Awards with
respect to the number of shares that would have vested on a monthly vesting
schedule through the date of the change in control and 50% of the remaining
unvested shares.

No Award may be granted under the Incentive Plan after December 2008, but
the vesting and effectiveness of Awards previously granted may extend beyond
that date. The Board of Directors may amend, suspend or terminate the Incentive
Plan or any portion thereof at any time.

1999 Employee Stock Purchase Plan

The Board of Directors adopted Student Advantage's 1999 Employee Stock
Purchase Plan in April 1999, subject to stockholder approval. The Purchase Plan
authorizes the issuance of up to a total of 450,000 shares of common stock to
participating employees.

All employees of Student Advantage, including directors of Student
Advantage who are employees, and all employees of any participating
subsidiaries:

- whose customary employment is more than 20 hours per week for more than
five months in a calendar year,

- who have been employed by Student Advantage for at least three months
prior to enrolling, and

- who are employed on the first day of a designated payroll deduction
period (the "offering period")

are eligible to participate in the Purchase Plan. Employees who would
immediately after the grant own five percent or more of the total combined
voting power or value of the stock of Student Advantage or any subsidiary are
not eligible to participate.

On the first day of an offering period, Student Advantage will grant to
each eligible employee who has elected to participate in the Purchase Plan an
option to purchase shares of common stock as follows: the employee may authorize
an amount (up to 10%, or such lesser amount as shall be determined by the Board,
of such employee's base pay) to be deducted by Student Advantage from such
employee's base pay during the offering period. On the last day of the offering
period, the employee is deemed to have exercised the option, at the option
exercise price, to the extent of accumulated payroll deductions. Under the terms
of the Purchase Plan, the option exercise price is an amount equal to 85% of the
closing price per share of the common stock on either the first day or the last
day of the offering period, whichever is lower. In no event may an employee
purchase in any one offering period a number of shares which exceeds the number
of shares determined by dividing the product of (1) $2,083 and (2) the number of
full months in the offering period by the closing market price of a share of
common stock on the first business day of the offering period or such other
number as may be determined by the Board prior to the commencement date of the
offering period. The Compensation Committee may, in its discretion, choose an
offering period of 12 months or less for each offering and may choose a
different offering period for each offering.

An employee who is not a participant on the last day of the offering
period, as a result of voluntary withdrawal or termination of employment or for
any other reason, is not entitled to exercise any option, and the employee's
accumulated payroll deductions will be refunded. However, upon termination of
employment because of death, the employee's beneficiary has certain rights to
elect to exercise the option to purchase the shares that the accumulated payroll
deductions in the participant's account would purchase at the date of death.

Because participation in the Purchase Plan is voluntary, Student Advantage
cannot now determine the number of shares of common stock to be purchased by any
particular current executive officer, by all current executive officers as a
group or by non-executive employees as a group.

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<PAGE> 51

401(k) PLAN

Student Advantage has a 401(k) plan, which is intended to qualify under
Sections 401(a) and 401(k) of the Internal Revenue Code. Generally, all
employees are eligible to participate in the 401(k) plan after they complete one
year of service.

Eligible employees electing to participate in the 401(k) plan may defer a
portion of their compensation, on a pre-tax basis, by making a contribution to
the 401(k) plan. The maximum contribution is fixed in Section 401(k) of the
Internal Revenue Code. The contribution limit for 1998 was $10,000. In April
1998, Student Advantage began matching employee contributions to the 401(k)
plan. Student Advantage made matching contributions of $0.50 for each $1.00
contributed by the employee to the plan, up to 6% of the employee's gross
earnings in 1998, subject to the foregoing limit. Eligible employees who elect
to participate in the 401(k) plan are generally vested in Student Advantage's
matching contribution after four years of service. Student Advantage contributed
an aggregate of $61,000 in 1998 to the 401(k) plan.

EMPLOYMENT AGREEMENTS

In March 1996, Student Advantage entered into an employment agreement with
Mr. Sozzi, which was amended in October 1998. The employment agreement provides
for an initial term of employment expiring on January 1, 1999 and automatically
renews for successive one-year terms, unless terminated by either party prior to
such renewal. The employment agreement provides for a base salary of $150,000 in
1999, and a bonus at a target level of $75,000 to be determined in the
discretion of the Board of Directors. Pursuant to the employment agreement, if
we terminate Mr. Sozzi's employment without cause, Mr. Sozzi is entitled to
receive severance benefits, for a period of 18 months following his termination,
equal to (1) his base salary, (2) bonus payments at the fixed rate of $75,000
per year for each year or portion thereof, (3) continued participation in all
employee benefits, and (4) outplacement services. In addition, Mr. Sozzi has
agreed to certain confidentiality, noncompetition and nonsolicitation
provisions. Student Advantage has purchased and presently maintains a key person
life insurance policy in the amount of $20.0 million on the life of Mr. Sozzi.

In May 1999, Student Advantage entered into a letter agreement with Ronald
J. Kos and agreed to employ him as its Chief Operating Officer. Student
Advantage agreed to pay Mr. Kos an annual base salary of $150,000 and an annual
performance bonus with a target of $75,000, based upon the achievement of
certain performance objectives. We granted Mr. Kos options to purchase an
aggregate of 650,001 shares of common stock at an exercise price of $9.90 per
share. If we terminate the employment of Mr. Kos without cause prior to December
1, 1999, we will continue to pay him his base salary until December 1, 1999 and
the vesting of options to purchase 162,500 shares held by him will accelerate.
The option agreements for Mr. Kos provide for the acceleration of vesting in the
event of a change in control of Student Advantage with respect to the number of
shares that would have vested on a monthly vesting schedule through the date of
the change in control and 50% of the remaining unvested shares. If, following a
change in control, the successor terminates the employment of Mr. Kos without
cause, vesting of the shares will accelerate in full.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists of Messrs.
Kaiser, Katzman and Turtletaub, none of whom has been an officer or employee of
Student Advantage at any time since our inception. No executive officer of
Student Advantage serves as a member of the board of directors or compensation
committee (or other committee serving an equivalent function) of any other
entity that has one or more executive officers serving as a member of our Board
of Directors or compensation committee. Prior to the formation of the
Compensation Committee, the Board of Directors made decisions relating to the
compensation of executive officers.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our amended and restated certificate of incorporation limits the liability
of directors to the maximum extent permitted by Delaware law. Delaware law
provides that a corporation's certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director for
monetary damages
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<PAGE> 52

for breach of their fiduciary duties as directors, except for liability (1) for
any breach of their duty of loyalty to the corporation or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law, or (4) for any transaction from which the
director derived an improper personal benefit.

Our amended and restated certificate of incorporation provides that we
shall indemnify our directors, officers and employee benefit plan fiduciaries to
the fullest extent permitted by law. Our amended and restated certificate of
incorporation permits us to advance expenses incurred by an indemnified director
or officer in connection with the defense of any action or proceeding arising
out of such director's or officer's status or service as a director or officer
of Student Advantage upon an undertaking by such director or officer to repay
such advances if it is ultimately determined that such director or officer is
not entitled to such indemnification.

We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in our amended and restated
certificate of incorporation. These agreements, among other things, indemnify
our directors and officers for certain expenses (including attorneys' fees and
associated legal expenses), judgments, fines and amounts paid in settlement
amounts, actually and reasonably incurred by any such person's services as a
director or officer of Student Advantage or any other company or enterprise to
which the person provides services at the request of Student Advantage, if such
officer or director acted in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to the best interests of Student
Advantage or with respect to any criminal proceeding, had no reasonable cause to
believe that his or her conduct was unlawful. We believe that these provisions
and agreements are necessary to attract and retain qualified directors and
officers.

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<PAGE> 53

CERTAIN TRANSACTIONS

EQUITY FINANCING

On October 20, 1998, Greylock IX Limited Partnership and Marc Turtletaub
each purchased an aggregate of 625,000 preferred membership units (which
converted into 625,000 shares of Series A convertible preferred stock) for which
each of them paid $5.0 million. Greylock IX Limited Partnership and Mr.
Turtletaub purchased these membership units from certain members of Student
Advantage LLC, our predecessor LLC, including Messrs. Sozzi, Eichler, Siegel and
Liniado and Ms. Abegglen, each of whom is an executive officer of Student
Advantage, and The Main Quad, Inc., a holder of more than five percent of our
outstanding capital stock. Messrs. Sozzi, Eichler, Siegel, Liniado and
Turtletaub, Ms. Abegglen, The Main Quad and Greylock IX Limited Partnership then
exchanged the membership units held by each of them for convertible preferred
stock and common stock of Student Advantage. On October 20, 1998, Student
Advantage also sold 625,000 shares of convertible preferred stock to each of
Greylock IX Limited Partnership and Marc Turtletaub, for an aggregate purchase
price of $10.0 million. Mr. Kaiser, who is a General Partner of the General
Partner of Greylock IX Limited Partnership, and Mr. Turtletaub each became a
Director of Student Advantage in October 1998. Upon completion of this offering,
these outstanding shares of convertible preferred stock will automatically be
converted into an aggregate of 7,500,000 shares of common stock.

PRINCETON REVIEW PUBLISHING

In March 1996, we entered into an Investment Agreement with Princeton
Review Publishing, L.L.C. Pursuant to this agreement, Princeton Review purchased
2,479 membership units in the predecessor LLC for an aggregate purchase price of
$250,000. Mr. Katzman, a director of Student Advantage, is the President of
Princeton Review. In connection with this transaction, the predecessor LLC also:

- borrowed $75,000 and issued Princeton Review a convertible promissory
note bearing interest at 8.5% per year, which was paid in September 1997,
and

- borrowed $100,000 and issued Princeton Review a secured promissory note
bearing interest at 8.5% per year, which was paid in September 1998.

In September 1997, Student Advantage redeemed 1,498 of Princeton Review's
2,479 membership units in the predecessor LLC for an aggregate purchase price of
$630,000. In addition, Student Advantage borrowed $125,000 from Princeton
Review, which was repaid on October 23, 1998. In October 1998, Princeton
Review's remaining 981 membership units were converted into 1,450,587 shares of
common stock and 134,597 shares of convertible preferred stock (convertible into
403,791 shares of common stock).

In October 1998, Mr. Sozzi entered into an agreement with Princeton Review
requiring Mr. Sozzi to purchase up to 78,125 shares of convertible preferred
stock of Student Advantage at $8.00 per share upon the election of Princeton
Review. Princeton Review exercised this put option on November 24, 1998 and
consented to the purchase of the 78,125 shares of convertible preferred stock by
Mr. Siegel and Mr. Eichler, in addition to Mr. Sozzi.

Student Advantage entered into an agreement in March 1996 with Princeton
Review, pursuant to which:

- Princeton Review provides space on its Web site for Student Advantage to
market its programs,

- Princeton Review agreed to certain non-compete restrictions,

- Student Advantage agreed to promote certain of Princeton Review's
products, and

- Student Advantage agreed not to permit competitors of Princeton Review to
participate in certain Student Advantage programs.

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<PAGE> 54

OTHER AGREEMENTS

In February 1995, Student Advantage entered into an agreement with David M.
Liniado d/b/a DML Enterprises. Mr. Liniado is an executive officer of Student
Advantage. Under this agreement, Student Advantage agreed to allow DML to market
discounts on products and services using the Student Advantage name in the
southeastern United States. In February 1996, Student Advantage acquired DML's
business and assets. DML received 111 membership units in the predecessor LLC
and the right to 35% of Student Advantage's pre-tax earnings derived from such
southeastern U.S. markets in 1996, 1997 and 1998. In April 1997, Student
Advantage issued an additional 239 membership units in complete satisfaction of
its obligation to pay DML 35% of its earnings derived from that region. On
October 20, 1998 the balance of DML's total membership units were converted into
517,536 shares of common stock and 16,698 shares of convertible preferred stock
(convertible into 50,094 shares of common stock).

In December 1997, Student Advantage entered into an asset purchase
agreement with The Main Quad, Inc. under which Student Advantage purchased
certain assets, including U-WIRE and Virtual Backpack, for $272,000 in cash and
270 membership units in the predecessor LLC. In connection with this agreement,
the predecessor LLC entered into an ancillary agreement entitling The Main Quad
to a certain number of additional membership interests, depending on the
valuation of Student Advantage in its initial public offering. In October 1998,
Student Advantage issued to The Main Quad an additional 480 membership units in
satisfaction of this obligation. The Main Quad's total membership units held as
of October 20, 1998 were converted into 1,109,013 shares of common stock and
55,345 shares of convertible preferred stock (convertible into 166,035 shares of
common stock). In connection with the asset purchase agreement, Student
Advantage entered into a three year employment agreement, dated May 1, 1997,
with Mr. Myers, co-founder of The Main Quad. Pursuant to the agreement, Mr.
Myers' base salary was $55,000 for the first year, $60,000 for the second year
and $65,000 for the third year of his employment. Student Advantage also entered
into an employment agreement with Kevin Watters, co-founder of The Main Quad, on
similar terms.

Mr. Sozzi, the Chairman of the Board of Directors, President and Chief
Executive Officer of Student Advantage, loaned Student Advantage $400,000 on
April 21, 1998 at an interest rate of 3% per year, which was repaid on August 3,
1998. Mr. Sozzi loaned $300,000 to Student Advantage on August 17, 1998,
$200,000 on August 31, 1998, $100,000 on September 4, 1998 and $250,000 on
September 18, 1998, all at an interest rate of approximately 6% per year.
Student Advantage repaid all of these loans on October 29, 1998.

Student Advantage loaned Mr. Siegel, Vice President, Product Development,
and an executive officer of Student Advantage, $60,000 on February 9, 1998 at an
interest rate per year of approximately 6% per year, which was paid in late
1998. Mr. Siegel loaned Student Advantage $100,000 on April 21, 1998 without
interest, which was repaid on May 11, 1998.

In January 1998, Ms. Abegglen, Vice President, Marketing Communications,
and an executive officer of Student Advantage, borrowed $164,914 from Student
Advantage in connection with the purchase of membership units in the predecessor
LLC. This borrowing, with interest at a rate of 5% per year, was repaid in
December 1998.

In December 1998, Student Advantage granted Christopher B. Andrews, Vice
President, Finance and Administration and an executive officer of Student
Advantage, an option under the 1998 Stock Incentive Plan to purchase 202,500
shares of common stock at an exercise price of $0.33 per share. This option
vests as to 16 2/3% of the shares on December 10, 1998, 8 1/3% of the shares on
September 22, 1999, and 25% on each September 22 for three years thereafter. In
December 1998, Student Advantage also granted David M. Liniado, Vice President,
Campus Development and an executive officer of Student Advantage, an option
under the 1998 Stock Incentive Plan to purchase 90,000 shares of common stock at
an exercise price of $0.33 per share. This option vests as to 25% of shares on
each of January 1, 2000, 2001, 2002 and 2003. The options granted to Messrs.
Andrews and Liniado are immediately exercisable in full, subject to repurchase
by Student Advantage at the exercise price upon termination of the executive
officer's employment prior to vesting in the shares. The option agreements for
each of Messrs. Andrews and
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<PAGE> 55

Liniado provide for the acceleration of vesting in the event of a change in
control of Student Advantage with respect to the number of shares that would
have vested on a monthly vesting schedule through the date of the change in
control and 50% of the remaining unvested shares. If, following a change in
control, the successor terminates the employment of the executive officer
without cause or the executive officer terminates his employment for certain
reasons, vesting of the shares will accelerate in full.

All future transactions, including loans between us and our officers,
directors, principal stockholders and their affiliates will be approved by a
majority of the Board of Directors, including a majority of the disinterested
directors on the Board of Directors, and will be on terms no less favorable to
us than could be obtained from unaffiliated third parties.

DISTRIBUTIONS TO MEMBERS OF PREDECESSOR LIMITED LIABILITY COMPANY

During April 1998, the predecessor LLC distributed to its LLC members an
aggregate of approximately $1,043,000 so that they could pay their estimated tax
liability with respect to the 1997 taxable income of the predecessor LLC. These
LLC members included, among others, Mr. Sozzi, Mr. Eichler, Mr. Siegel,
Princeton Review, Ms. Abegglen, Mr. Liniado and The Main Quad. In November 1998,
Student Advantage distributed to the former members the remainder of the
predecessor LLC's 1997 taxable income (approximately $1,277,000). To the extent
Princeton Review's tax liability on the predecessor LLC's taxable income for
1997 and 1998 exceeds its estimated tax liability, Student Advantage agreed to
indemnify Princeton Review for such excess. Student Advantage also has agreed to
distribute to its former LLC members approximately 45% of the predecessor LLC's
1998 taxable income (expected to be a nominal amount) so that they can pay their
tax liability with respect to the 1998 taxable income of the predecessor LLC for
the period between January 1, 1998 and October 20, 1998, which was the date on
which the predecessor LLC was converted to a C Corporation.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of the common stock of Student Advantage as of April 30, 1999, and as
adjusted to reflect the sale of the shares of common stock offered by this
prospectus, by:

- each person or entity, or group of affiliated persons or entities, who
Student Advantage knows beneficially owns five percent or more of the
common stock,

- each director of Student Advantage and each executive officer named in
the Summary Compensation Table, and

- all directors and executive officers of Student Advantage as a group.

Unless otherwise indicated, (1) each person or entity named in the table
has sole voting power and investment power (or shares such power with his or her
spouse) with respect to all shares of capital stock listed as beneficially owned
by such person or entity and (2) the address of each beneficial owner is c/o
Student Advantage, Inc., 280 Summer Street, Boston, Massachusetts 02210. The
number of shares of common stock outstanding used in calculating the percentage
for each person listed includes the shares of common stock underlying options
held by such person that are exercisable within 60 days of April 30, 1999, but
excludes shares of common stock underlying options held by any other person.
Percentage of beneficial ownership is based on 24,497,061 shares of common stock
outstanding as of April 30, 1999, after giving effect to the conversion of the
convertible preferred stock, and 30,497,061 shares of common stock outstanding
after completion of this offering.

<TABLE>
<CAPTION>
PERCENTAGE OF
COMMON
STOCK OUTSTANDING
--------------------
SHARES BENEFICIALLY BEFORE AFTER
NAME OF BENEFICIAL OWNER OWNED(1) OFFERING OFFERING
- ------------------------ ------------------- -------- --------
<S> <C> <C> <C>
Raymond V. Sozzi, Jr.(1).................................. 7,714,683 31.5% 25.3%
Greylock IX Limited Partnership(2)........................ 3,750,000 15.3 12.3
William S. Kaiser(2)...................................... 3,750,000 15.3 12.3
Marc Turtletaub........................................... 3,750,000 15.3 12.3
Daniel G. Siegel.......................................... 2,229,912 9.1 7.3
G. Todd Eichler........................................... 2,229,912 9.1 7.3
Princeton Review Publishing, L.L.C.(3).................... 1,620,003 6.6 5.3
John Katzman(3)........................................... 1,620,003 6.6 5.3
Mason Myers(4)(5)......................................... 1,335,048 5.4 4.4
Kevin Watters(4)(5)....................................... 1,323,048 5.4 4.3
The Main Quad, Inc.(4).................................... 1,275,048 5.2 4.2
All executive officers and directors as a group (11
persons)(6)............................................. 22,954,347 93.0% 74.8%
</TABLE>

- ---------------

(1) Consists of shares held of record by Mr. Sozzi. Does not include a total of
7,540,314 shares of common stock held by Ms. Abegglen, Messrs. Eichler,
Liniado and Siegel, The Main Quad, Inc., Thomas W. Haines and Mark Caputo,
over which Mr. Sozzi has voting control pursuant to an irrevocable proxy
granted under a Voting Agreement and Proxy dated October 20, 1998. Counting
these shares, Mr. Sozzi may be deemed to beneficially own a total of
15,254,997 shares, or 62.3% of the outstanding common stock prior to this
offering. The Voting Agreement and Proxy and the proxy granted thereunder
terminate upon the consummation of this offering.

(2) Consists of 3,750,000 shares held of record by Greylock IX Limited
Partnership. Mr. Kaiser is a general partner of Greylock IX GP Limited
Partnership, the general partner of Greylock IX Limited Partnership.
Greylock IX GP Limited Partnership has sole voting and investment power with
respect to these shares. Mr. Kaiser disclaims beneficial ownership of such
shares, except to the extent of his pecuniary interest therein. The address
for Greylock IX Limited Partnership and Greylock IX GP Limited Partnership
is One Federal Street, Boston, Massachusetts 02110.

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<PAGE> 57

(3) Consists of 1,620,003 shares held of record by Princeton Review Publishing,
L.L.C. Mr. Katzman is the President of Princeton Review Publishing. Mr.
Katzman disclaims beneficial ownership of such shares, except to the extent
of his pecuniary interest therein. The address for Princeton Review
Publishing is 2315 Broadway, New York, New York 10024.

(4) Includes 1,275,048 shares held of record by The Main Quad, Inc. Messrs.
Myers and Watters are each stockholders, directors and officers of The Main
Quad, Inc. Messrs. Myers and Watters share investment and voting power with
respect to these shares. Messrs. Myers and Watters disclaim beneficial
ownership of such shares, except to the extent of their pecuniary interest
therein.

(5) Includes 60,000 shares subject to options held by Mr. Myers and 48,000
shares subject to options held by Mr. Watters, all of which are immediately
exercisable in full. Any shares acquired upon exercise are subject to
vesting over a four-year period and are subject to repurchase by Student
Advantage at the exercise price upon termination of the executive officer's
employment prior to vesting in the shares. In the event of a change in
control of Student Advantage, vesting of the shares will accelerate in part.
If, following a change in control, the successor terminates the employment
of the executive officer without cause or the executive officer terminates
his employment for certain reasons, vesting of the shares will accelerate in
full.

(6) See footnotes 1 through 5 above. Includes 172,500 shares subject to options
held by the executive officers which are immediately exercisable in full.

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<PAGE> 58

DESCRIPTION OF CAPITAL STOCK

After this offering, the authorized capital stock of Student Advantage will
consist of 150,000,000 shares of common stock, $0.01 par value per share, and
5,000,000 shares of preferred stock, $0.01 par value per share. As of April 30,
1999, there were outstanding (1) 16,255,953 shares of common stock held by 12
stockholders of record, (2) 2,747,036 shares of convertible preferred stock
(convertible into 8,241,108 shares of common stock) held by 10 stockholders of
record and (3) options to purchase an aggregate of 2,225,736 shares of common
stock.

The following summary of certain provisions of our securities and various
provisions of our amended and restated certificate of incorporation and our
amended and restated bylaws is not intended to be complete and is qualified by
reference to the provisions of applicable law and to our amended and restated
certificate of incorporation and amended and restated bylaws included as
exhibits to the Registration Statement of which this prospectus is a part. See
"Additional Information."

COMMON STOCK

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive
proportionately any such dividends declared by the Board of Directors, subject
to any preferential dividend rights of outstanding preferred stock. Upon the
liquidation, dissolution or winding up of Student Advantage, the holders of
common stock are entitled to receive ratably the net assets of Student Advantage
available after the payment of all debts and other liabilities and subject to
the prior rights of any outstanding preferred stock. Holders of common stock
have no preemptive, subscription, redemption or conversion rights. The
outstanding shares of common stock are, and the shares offered by Student
Advantage in this offering will be, when issued and paid for, fully paid and
nonassessable. The rights, preferences and privileges of holders of common stock
are subject to the rights of the holders of shares of any series of preferred
stock which Student Advantage may designate and issue in the future. Certain
holders of common stock have the right to require Student Advantage to register
their shares of common stock under the Securities Act in certain circumstances.
See "Shares Eligible for Future Sale."

PREFERRED STOCK

Under the terms of our amended and restated certificate of incorporation,
the Board of Directors is authorized to issue such shares of preferred stock in
one or more series without stockholder approval. The Board has discretion to
determine the rights, preferences, privileges and restrictions, including voting
rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences of each series of preferred stock.

The purpose of authorizing the Board of Directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could make it more difficult for a third party to
acquire, or could discourage a third party from acquiring, a majority of the
outstanding voting stock of Student Advantage. Student Advantage has no present
plans to issue any shares of preferred stock.

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

Student Advantage is subject to the provisions of Section 203 of the
General Corporation Law of Delaware. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an
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<PAGE> 59

"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.

The amended and restated bylaws provide for the division of the Board of
Directors into three classes as nearly equal in size as possible with staggered
three-year terms. Under the amended and restated bylaws, any vacancy on the
Board of Directors, including a vacancy resulting from an enlargement of the
Board of Directors, may only be filled by vote of a majority of the directors
then in office. The classification of the Board of Directors and the limitation
on and filling of vacancies could make it more difficult for a third party to
acquire, or discourage a third party from acquiring, control of Student
Advantage.

The amended and restated bylaws also provide that after this offering, any
action required or permitted to be taken by the stockholders of Student
Advantage at an annual meeting or special meeting of stockholders may only be
taken if it is properly brought before such meeting and may not be taken by
written action in lieu of a meeting. The amended and restated bylaws further
provide that special meetings of the stockholders may only be called by the
Chairman of the Board, the President or the Board of Directors. In order for any
matter to be considered "properly brought" before a meeting, a stockholder must
comply with certain requirements regarding advance notice and provide certain
information to Student Advantage. These provisions could have the effect of
delaying until the next stockholders meeting stockholder actions which are
favored by the holders of a majority of the outstanding voting securities of
Student Advantage. These provisions could also discourage a third party from
making a tender offer for the common stock, because even if it acquired a
majority of the outstanding voting securities of Student Advantage, it would be
able to take action as a stockholder (such as electing new directors or
approving a merger) only at a duly called stockholders' meeting and not by
written consent.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is BankBoston, N.A.

57
<PAGE> 60

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. We cannot predict the effect, if any, that sales of shares of common
stock to the public after completion of this offering or the availability of
shares for sale to the public after completion of this offering will have on the
market price of the common stock prevailing from time to time. Nevertheless, if
a significant number of shares of common stock are sold in the public market, or
if people believe that such sales may occur, the prevailing market price of our
common stock could decline and could impair our future ability to raise capital
through the sale of our equity securities.

Upon completion of this offering, based on the number of shares outstanding
on April 30, 1999, we will have an aggregate of 30,497,061 shares of common
stock outstanding (32,924,664 shares if the merger with University Netcasting is
completed), assuming no exercise of the underwriters' over-allotment option and
no exercise of options outstanding at April 30, 1999. Of the outstanding shares,
the shares sold in this offering will be freely tradeable, without restriction
under the Securities Act of 1933, except for any such shares which may be
acquired by an "affiliate" of Student Advantage, which shares will be subject to
the volume limitations of Rule 144 under the Securities Act. As defined in Rule
144, an "affiliate" of an issuer is a person who, directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under
common control with, such issuer. The remaining 24,497,061 shares of common
stock outstanding (26,924,664 shares if the merger with University Netcasting is
completed) will be "restricted securities" as that phrase is defined in Rule 144
and may not be resold in the absence of registration under the Securities Act or
pursuant to an exemption from such registration, including the exemption
provided by Rule 144 under the Securities Act.

In connection with this offering, our directors, officers and stockholders,
holding 24,497,061 shares (26,846,229 shares if the merger with University
Netcasting is completed) in the aggregate, have agreed that, without the prior
written consent of BancBoston Robertson Stephens Inc. on behalf of the
underwriters, during the period ending 180 days after the date of this
prospectus, they will not directly or indirectly offer to sell, contract to
sell, or otherwise sell, dispose of, loan, pledge, or grant any right with
respect to, any shares of common stock or any securities convertible into or
exchangeable for shares of common stock, whether such shares or any such
securities are then owned by such person or are thereafter acquired directly
from us.

Subject to the foregoing and to the lock-up agreements, under Rule 144 as
currently in effect, beginning 180 days after the date of this prospectus,
holders of restricted securities will be entitled to sell a number of shares of
common stock within any three-month period equal to the greater of 1% of the
then outstanding shares of the common stock (approximately 304,970 shares
immediately following the offering (329,246 shares if the merger with University
Netcasting is completed)) or the average weekly reported volume of trading of
the common stock on the Nasdaq National Market during the four calendar weeks
preceding such sale, provided that certain manner of sale and notice
requirements and requirements as to the availability of current public
information concerning Student Advantage are satisfied.

Immediately after the offering, based on the number of options outstanding
on April 30, 1999, certain of our employees and former employees will hold
options to purchase approximately 2,225,736 shares of common stock outstanding
(2,288,658 shares if the merger with University Netcasting is completed).
Subject to the provisions of the lock-up agreements described below, holders of
these options may rely on the resale provisions of Rule 701 under the Securities
Act, which permits nonaffiliates to sell shares without having to comply with
the current public information, holding period, volume limitation or notice
provisions of Rule 144 and permits affiliates to sell their shares without
having to comply with the holding period provision of Rule 144, in each case
beginning 90 days after the consummation of this offering. In addition,
immediately after this offering, Student Advantage intends to file a
registration statement on Form S-8 covering all options granted under the 1998
Stock Incentive Plan and shares issued under the 1999 Employee Stock Purchase
Plan. Shares of common stock registered under such registration statement will,
subject to Rule 144 volume limitations applicable to affiliates, be available
for sale in the open

58
<PAGE> 61

market, unless such shares are subject to vesting restrictions with Student
Advantage or the lock-up agreements described above. See "Management--Stock
Plans--1998 Stock Incentive Plan."

We have agreed not to sell or otherwise dispose of any shares of common
stock during the 180-day period following the date of the prospectus, except
that we may issue shares in connection with certain acquisitions and issue, and
grant options to purchase, shares of common stock under the 1998 Stock Incentive
Plan and the 1999 Employee Stock Purchase Plan.

If the merger with University Netcasting is completed, Student Advantage
has agreed to use its reasonable best efforts to register for public sale
1,213,802 shares that will be issued by Student Advantage in the merger on the
earlier of: (1) the 180th day after the date of this prospectus, and (2) the
date any of Raymond V. Sozzi, Jr., Greylock IX Limited Partnership, Marc
Turtletaub or Princeton Review Publishing, L.L.C. sells greater than 1% of the
then outstanding shares of common stock (other than in an underwritten secondary
offering of common stock).

In addition, following this offering, under specified conditions and
subject to customary exceptions, holders of 16,454,895 shares of common stock
will have demand registration rights with respect to their shares of common
stock (subject to the 180-day lock-up arrangement described above) to require us
to register their shares of common stock under the Securities Act, and they will
have rights to participate in any future registration of securities by us. We
are not required to effect more than two demand registrations on behalf of these
holders.

59
<PAGE> 62

UNDERWRITING

The underwriters named below, acting through their representatives,
BancBoston Robertson Stephens Inc., Prudential Securities Incorporated, Volpe
Brown Whelan & Company, LLC and Wit Capital Corporation have severally agreed
with us subject to the terms and conditions of the underwriting agreement, to
purchase from us the number of shares of common stock set forth opposite their
names below. The underwriters are committed to purchase and pay for all such
shares if any are purchased.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
- ----------- ----------
<S> <C>
BancBoston Robertson Stephens Inc. .........................
Prudential Securities Incorporated..........................
Volpe Brown Whelan & Company, LLC...........................
Wit Capital Corporation.....................................

----------
Total............................................. 6,000,000
==========
</TABLE>

The underwriters' representatives have advised us that the underwriters
propose to offer the shares of common stock to the public at the initial public
offering price set forth on the cover page of this prospectus and to certain
dealers at such price less a concession not in excess of $ per share, of
which $ per share may be reallowed to other dealers. After the initial
public offering, the public offering price, concession, and reallowance to
dealers may be reduced by the representatives. No such reduction shall change
the amount of proceeds to be received by us as set forth on the cover page of
this prospectus.

The underwriters have informed us that they do not intend to confirm sales
to any accounts over which they exercise discretionary authority.

Over-Allotment Option. We have granted to the underwriters an option,
exercisable during the 30-day period after the date of this prospectus, to
purchase up to 900,000 additional shares of common stock at the same price per
share as we will be paid for the 6,000,000 shares that the underwriters have
agreed to purchase. To the extent that the underwriters exercise such option,
each of the underwriters will have a firm commitment to purchase approximately
the same percentage of such additional shares that the number of shares of
common stock to be purchased by it shown in the above table represents as a
percentage of the 6,000,000 shares offered hereby. If purchased, such additional
shares will be sold by the underwriters on the same terms as those on which the
6,000,000 shares are being sold. We will be obligated, pursuant to the option,
to sell shares to the extent the option is exercised. The underwriters may
exercise such option only to cover over-allotments made in connection with the
sale of the shares of common stock offered hereby. If such option is exercised
in full, the total public offering price, underwriting discounts and commissions
and proceeds to Student Advantage will be $ million, $
million and $ million, respectively.

Expenses. The following table summarizes the compensation to be paid by
Student Advantage to the underwriters:

<TABLE>
<CAPTION>
TOTAL
--------------------------------
WITHOUT WITH
PER SHARE OVER-ALLOTMENT OVER-ALLOTMENT
--------- -------------- --------------
<S> <C> <C> <C>
Public offering price................................. $ $ $
Underwriting discounts and commissions payable by
Student Advantage...................................
</TABLE>

Student Advantage estimates expenses payable by us in connection with this
offering, other than the underwriting discounts and commissions referred to
above, will be approximately $1.1 million.

60
<PAGE> 63

Wit Capital, a member of the National Association of Securities Dealers,
Inc., will participate in the offering as one of the underwriters. The National
Association of Securities Dealers, Inc. approved the membership of Wit Capital
on September 4, 1997. Except for its participation as a manager in this
offering, Wit Capital has no relationship with Student Advantage or any of its
founders or significant stockholders.

Directed Share Program. At our request, the underwriters have reserved up
to six percent of the common stock to be issued by us and offered for sale in
this offering, at the initial public offering price, to business associates and
certain persons otherwise connected to Student Advantage. The number of shares
of common stock available for sale to the general public will be reduced to the
extent such individuals purchase such reserved shares. Any reserved shares which
are not so purchased will be offered by the underwriters to the general public
on the same basis as the other shares offered in this offering.

Indemnity. Pursuant to the underwriting agreement, Student Advantage will
indemnify the underwriters against certain civil liabilities, including
liabilities under the Securities Act and liabilities arising from breaches of
representation and warranties contained in the underwriting agreement.

Lock-Up Agreements. Each director, officer and stockholder of Student
Advantage and certain stockholders and option holders of University Netcasting
have agreed, during the period ending 180 days after the date of this prospectus
(the "lock-up period"), not to offer to sell, contract to sell, or otherwise
sell, dispose of, loan, pledge or grant any rights with respect to any shares of
common stock or any options, warrants to purchase any shares of common stock, or
any securities convertible into or exchangeable for shares of common stock owned
as of the date of this prospectus or thereafter acquired directly by such
holders or with respect to which they have the power of disposition, other than
shares acquired on the open market, without the prior written consent of
BancBoston Robertson Stephens Inc. However, the securities subject to the
lock-up agreement may be transferred (1) as a bona fide gift, (2) in a
distribution to stockholders or partners of such Student Advantage stockholder,
or (3) to certain trusts, if the transfer is not for value, provided, in each
case, that the proposed transferee agrees in writing to be bound by the
restrictions contained in the lock-up agreement. In addition, BancBoston
Robertson Stephens Inc. may, in its sole discretion and at any time without
notice, release all or any portion of securities subject to the lock-up
agreement. There are no existing agreements between the representatives of the
underwriters and any of our stockholders providing consent to the sale of shares
prior to the expiration of the lock-up period.

Future Sales. In addition, we have agreed that during the lock-up period
we will not, without the prior written consent of BancBoston Robertson Stephens
Inc., (1) consent to the disposition of any shares held by stockholders subject
to lock-up agreements prior to the expiration of the lock-up period or (2)
issue, sell, contract to sell, or otherwise dispose of, any shares of common
stock, any options to purchase any shares of common stock or any securities
convertible into, exercisable for or exchangeable for shares of common stock
other than (a) our sale of shares in this offering, (b) the issuance of common
stock upon the exercise of outstanding options and the issuance of options under
existing stock option and incentive plans, provided such common stock and the
common stock issuable upon the exercise of such options cannot be transferred
prior to the expiration of the lock-up period and (c) the issuance of shares in
connection with certain acquisitions that cannot be sold on the public market
during the lock-up period. See "Shares Eligible for Future Sale."

Listing. Application has been made to have the shares of common stock
approved for quotation on the Nasdaq National Market under the symbol "STAD."

Determination of Offering Price. Prior to this offering, there has been no
public market for the common stock. Consequently, the initial public offering
price for the common stock offered by this prospectus will be determined through
negotiations among us and the representatives of the underwriters. Among the
factors to be considered in such negotiations are prevailing market conditions,
certain of our financial information, market valuations of other companies that
we and the representatives of the underwriters believe to be comparable to us,
estimates of our business potential, the present state of our development and
other factors deemed relevant.

61
<PAGE> 64

Stabilization. The underwriters have advised us that, pursuant to
Regulation M under the Securities Act, certain persons participating in the
offering may engage in transactions, including stabilizing bids, syndicate
covering transactions or the imposition of penalty bids, that may have the
effect of stabilizing or maintaining the market price of the common stock at a
level above that which might otherwise prevail in the open market. A
"stabilizing bid" is a bid for or the purchase of common stock on behalf of the
underwriters for the purpose of fixing or maintaining the price of the common
stock. A "syndicate covering transaction" is the bid for or the purchase of the
common stock on behalf of the underwriters to reduce a short position incurred
by the underwriters in connection with this offering. A "penalty bid" is an
arrangement permitting the representatives to reclaim the selling concession
otherwise accruing to an underwriter or syndicate member in connection with this
offering if the common stock originally sold by such underwriter or syndicate
member is purchased by the representatives of the underwriters in a syndicate
covering transaction and has therefore not been effectively placed by such
underwriter or syndicate member. The representatives of the underwriters have
advised us that such transactions may be effected on the Nasdaq National Market
or otherwise and, if commenced, may be discontinued at any time.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for Student Advantage by Hale and Dorr LLP, Boston, Massachusetts, and for
the underwriters by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.

EXPERTS

The audited financial statements included in this Prospectus have been
audited by
PricewaterhouseCoopers LLP, independent accountants. The companies and periods
covered by these audits are indicated in the individual reports. Such financial
statements have been so included in reliance on the reports (with respect to the
report on University Netcasting, Inc., such report contains an explanatory
paragraph relating to University Netcasting's ability to continue as a going
concern as described in Note 1 to the University Netcasting, Inc. financial
statements) of PricewaterhouseCoopers LLP given on the authority of said firm as
experts in auditing and accounting.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1. This prospectus, which is a part of the Registration
Statement, does not contain all of the information included in the Registration
Statement. Certain information is omitted and you should refer to the
Registration Statement and its exhibits. With respect to references made in this
prospectus to any contract, agreement or other document of Student Advantage,
such references are not necessarily complete and you should refer to the
exhibits attached to the Registration Statement for copies of the actual
contract, agreement or other document. You may review a copy of the Registration
Statement, including exhibits, at the Commission's public reference room at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or Seven World
Trade Center, 13th Floor, New York, New York 10048 or Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the Commission
at 1-800-SEC-0330 for further information on the operation of the public
reference rooms.

We will also file annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy any reports,
statements or other information on file at the public reference rooms. You can
also request copies of these documents, for a copying fee, by writing to the
Commission.

Our Commission filings and the Registration Statement can also be reviewed
by accessing the Commission's Internet site at http://www.sec.gov, which
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
62
<PAGE> 65

STUDENT ADVANTAGE, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STUDENT ADVANTAGE, INC.
Report of Independent Accountants........................... F-2
Balance Sheet as of December 31, 1997 and 1998 and as of
March 31, 1999 (unaudited)................................ F-3
Statement of Operations for the years ended December 31,
1996, 1997 and 1998 and the three months ended March 31,
1998 and March 31, 1999 (unaudited)....................... F-4
Statement of Changes in Redeemable Convertible Preferred
Stock and Stockholders' Deficit for the years ended
December 31, 1996, 1997 and 1998 and the three months
ended March 31, 1999 (unaudited).......................... F-5
Statement of Cash Flows for the years ended December 31,
1996, 1997 and 1998 and the three months ended March 31,
1998 and March 31, 1999 (unaudited)....................... F-6
Notes to Financial Statements............................... F-7

COLLEGIATE ADVANTAGE, INC.
Report of Independent Accountants........................... F-18
Balance Sheet as of December 31, 1997....................... F-19
Statement of Operations for the year ended December 31,
1997...................................................... F-20
Statement of Changes in Stockholders' Equity for the year
ended December 31, 1997................................... F-21
Statement of Cash Flows for the year ended December 31,
1997...................................................... F-22
Notes to Financial Statements............................... F-23

THE MAIN QUAD, INC.
Report of Independent Accountants........................... F-26
Balance Sheet as of December 6, 1997........................ F-27
Statement of Operations for the period from January 1, 1997
through December 6, 1997.................................. F-28
Statement of Changes in Stockholders' Deficit for the period
from January 1, 1997 through December 6, 1997............. F-29
Statement of Cash Flows for the period from January 1, 1997
through December 6, 1997.................................. F-30
Notes to Financial Statements............................... F-31

UNIVERSITY NETCASTING, INC.
Report of Independent Accountants........................... F-34
Balance Sheet as of March 31, 1998 and 1999................. F-35
Statement of Operations for the years ended March 31, 1998
and 1999.................................................. F-36
Statement of Changes in Redeemable Convertible Preferred
Stock and Stockholders' Deficit for the years ended March
31, 1998 and 1999......................................... F-37
Statement of Cash Flows for the years ended March 31, 1998
and 1999.................................................. F-38
Notes to Financial Statements............................... F-39

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Unaudited Pro Forma Combined Balance Sheet as of March 31,
1999...................................................... F-49
Unaudited Pro Forma Combined Statement of Operations for the
year ended December 31, 1996.............................. F-50
Unaudited Pro Forma Combined Statement of Operations for the
year ended December 31, 1997.............................. F-51
Unaudited Pro Forma Combined Statement of Operations for the
year ended December 31, 1998.............................. F-52
Unaudited Pro Forma Combined Statement of Operations for the
three months ended
March 31, 1999............................................ F-53
Notes to Unaudited Pro Forma Combined Financial
Information............................................... F-54
</TABLE>

F-1
<PAGE> 66

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of Student Advantage, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in redeemable convertible preferred stock and
stockholders' deficit and of cash flows present fairly, in all material
respects, the financial position of Student Advantage, Inc. at December 31, 1997
and 1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

May 7, 1999, except as to the

stock split described

in Note 1 which is as

of May 21, 1999

F-2
<PAGE> 67

STUDENT ADVANTAGE, INC.

BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, PRO FORMA
------------------- MARCH 31, MARCH 31,
1997 1998 1999 1999
------- -------- ----------- -----------
(UNAUDITED)
(UNAUDITED) (NOTE 2)
<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 1,904 $ 5,048 $ 3,491
Accounts receivable (net of allowance for doubtful
accounts of $70, at December 31, 1997 and December 31,
1998, respectively)..................................... 142 2,867 2,026
Prepaid expenses and other current assets................. 87 317 560
------- -------- --------
Total current assets................................ 2,133 8,232 6,077
Property and equipment, net................................. 235 1,085 1,261
Intangible assets, net...................................... 377 617 441
------- -------- --------
Total assets........................................ $ 2,745 $ 9,934 $ 7,779
======= ======== ========

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' DEFICIT
Current liabilities
Borrowing under line of credit............................ $ -- $ -- $ 1,000
Accounts payable.......................................... 441 1,659 1,455
Accrued compensation...................................... 362 977 1,007
Other accrued expenses.................................... 273 1,177 1,303
Deferred revenue.......................................... 5,668 6,666 5,455
Notes payable to stockholder.............................. 225 -- --
------- -------- --------
Total current liabilities........................... 6,969 10,479 10,220
------- -------- --------
Series A redeemable convertible preferred stock; $1 par
value; Authorized: 4,000,000 shares; Issued: 1,588,688 and
2,952,568 shares at December 31, 1997 and 1998,
respectively and 2,952,568 shares at March 31, 1999
(unaudited); Outstanding: 1,383,156 and 2,747,036 shares
at December 31, 1997 and 1998 actual, respectively and
2,747,036 shares at March 31, 1999 (unaudited); no shares
issued and outstanding at December 31, 1998 pro forma
(unaudited)............................................... 111 10,196 10,196 $ --
------- -------- -------- --------
Commitments and contingencies (Notes 3 and 11)..............
Stockholders' deficit
Common stock, $.01 par value; Authorized: 15,000,000
shares; Issued: 17,121,651 and 18,348,957 at December
31, 1997 and 1998 and 18,468,957 shares at March 31,
1999 (unaudited), respectively; Outstanding: 14,906,586
and 16,133,892 shares at December 31, 1997 and 1998 and
16,253,892 shares at March 31, 1999 actual (unaudited),
respectively; 24,495,000 shares outstanding at March 31,
1999 pro forma (unaudited).............................. 171 183 184 273
Additional paid-in capital................................ 228 4,692 4,959 15,066
Accumulated deficit....................................... (4,104) (11,623) (13,832) (13,832)
Treasury stock (at cost).................................. (630) (630) (630) (630)
Deferred compensation..................................... -- (3,363) (3,318) (3,318)
------- -------- -------- --------
Total stockholders' deficit......................... (4,335) (10,741) (12,637) $ (2,441)
------- -------- -------- ========
Total liabilities, redeemable convertible preferred
stock and stockholders' deficit................... $ 2,745 $ 9,934 $ 7,779
======= ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 68

STUDENT ADVANTAGE, INC.

STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------- --------------------------
1996 1997 1998 1998 1999
------- ------- ------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue
Subscription......................................... $ 1,093 $ 2,971 $ 7,174 $ 1,738 $ 1,668
Other................................................ 637 821 10,269 1,658 2,557
------- ------- ------- ------- -------
Total revenue.................................. 1,730 3,792 17,443 3,396 4,225
------- ------- ------- ------- -------
Costs and expenses
Cost of subscription revenue......................... 543 2,628 2,442 302 320
Cost of other revenue................................ 506 309 7,331 1,515 2,503
Product development.................................. 507 1,469 2,588 485 573
Sales and marketing.................................. 356 843 4,717 746 1,366
General and administrative........................... 437 1,485 3,647 508 1,193
Depreciation and amortization........................ 37 239 1,027 160 268
Stock-based compensation............................. -- -- 808 -- 273
------- ------- ------- ------- -------
Total costs and expenses....................... 2,386 6,973 22,560 3,716 6,496
------- ------- ------- ------- -------
Loss from operations................................... (656) (3,181) (5,117) (320) (2,271)
Interest income (expense), net......................... (1) 29 2 15 62
------- ------- ------- ------- -------
Net loss............................................... $ (657) $(3,152) $(5,115) $ (305) $(2,209)
======= ======= ======= ======= =======
Basic and diluted net loss per share................... $ (0.05) $ (0.21) $ (0.32) $ (0.02) $ (0.14)
======= ======= ======= ======= =======
Shares used in computing basic and diluted net loss per
share................................................ 14,184 15,295 15,957 15,424 16,143
======= ======= ======= ======= =======
Unaudited pro forma basic and diluted net loss per
share................................................ $ (0.24) $ (0.09)
======= =======
Shares used in computing unaudited pro forma basic and
diluted net loss per share........................... 21,128 24,384
======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 69

STUDENT ADVANTAGE, INC.

STATEMENT OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS'
DEFICIT
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
REDEEMABLE
CONVERTIBLE
PREFERRED STOCK COMMON STOCK ADDITIONAL
-------------------- ---------------------- PAID-IN ACCUMULATED TREASURY
SHARES AMOUNT SHARES PAR VALUE CAPITAL DEFICIT STOCK
---------- ------- ---------- --------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1996................ 1,031,914 $ 41 11,121,162 $111 $ (152) $ (295) $ --
Issuance of preferred and common
stock................................. 340,129 13 3,665,652 37 200
Net loss................................ (657)
---------- ------- ---------- ---- ------ -------- -----
Balance, December 31, 1996.............. 1,372,043 54 14,786,814 148 48 (952) --
Issuance of preferred and common
stock................................. 119,368 19 1,286,452 13 56
Issuance of preferred and common stock
upon cancellation of notes payable.... 27,440 5 295,738 3 16
Issuance of preferred and common stock
in satisfaction of obligation to
stockholder........................... 32,792 9 353,404 3 30
Repurchase of 205,532 shares of
preferred stock and 2,215,065 shares
of common stock....................... (630)
Issuance of preferred and common stock
in connection with the acquisition of
The Main Quad......................... 37,045 24 399,245 4 78
Net loss................................ (3,152)
---------- ------- ---------- ---- ------ -------- -----
Balance, December 31, 1997.............. 1,588,688 111 17,121,653 171 228 (4,104) (630)
Issuance of preferred stock, net of
issuance costs of $84................. 1,250,000 10,000 (84)
Issuance of preferred and common stock
in connection with the acquisition of
The Main Quad......................... 65,858 49 709,768 7 169
Issuance of preferred and common stock
in exchange for note receivable....... 48,022 36 517,536 5 124
Distributions to stockholders........... (2,320)
Deferred compensation relating to grants
of stock options...................... 4,171
Compensation relating to grants of stock
options...............................
Net loss................................ (5,115)
---------- ------- ---------- ---- ------ -------- -----
Balance, December 31, 1998.............. 2,952,568 10,196 18,348,957 183 4,692 (11,623) (630)
Exercise of employee stock options
(unaudited)........................... 120,000 1 39
Deferred compensation relating to grants
of stock options (unaudited).......... 228
Compensation relating to grants of stock
options (unaudited)...................
Net loss (unaudited).................... (2,209)
---------- ------- ---------- ---- ------ -------- -----
Balance, March 31, 1999 (unaudited)..... 2,952,568 $10,196 18,468,957 $184 $4,959 $(13,832) $(630)
========== ======= ========== ==== ====== ======== =====

TOTAL
DEFERRED STOCKHOLDERS'
COMPENSATION DEFICIT
------------ -------------
<S> <C> <C>
Balance, January 1, 1996................ $ -- $ (336)
Issuance of preferred and common
stock................................. 237
Net loss................................ (657)
-------- --------
Balance, December 31, 1996.............. -- (756)
Issuance of preferred and common
stock................................. 69
Issuance of preferred and common stock
upon cancellation of notes payable.... 19
Issuance of preferred and common stock
in satisfaction of obligation to
stockholder........................... 33
Repurchase of 205,532 shares of
preferred stock and 2,215,065 shares
of common stock....................... (630)
Issuance of preferred and common stock
in connection with the acquisition of
The Main Quad......................... 82
Net loss................................ (3,152)
-------- --------
Balance, December 31, 1997.............. -- (4,335)
Issuance of preferred stock, net of
issuance costs of $84................. (84)
Issuance of preferred and common stock
in connection with the acquisition of
The Main Quad......................... 176
Issuance of preferred and common stock
in exchange for note receivable....... 129
Distributions to stockholders........... (2,320)
Deferred compensation relating to grants
of stock options...................... (4,171) --
Compensation relating to grants of stock
options............................... 808 808
Net loss................................ (5,115)
-------- --------
Balance, December 31, 1998.............. (3,363) (10,741)
Exercise of employee stock options
(unaudited)........................... 40
Deferred compensation relating to grants
of stock options (unaudited).......... (228) --
Compensation relating to grants of stock
options (unaudited)................... 273 273
Net loss (unaudited).................... (2,209)
-------- --------
Balance, March 31, 1999 (unaudited)..... $ (3,318) $(12,637)
======== ========
</TABLE>

See Note 1 for information on stock split.

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE> 70

STUDENT ADVANTAGE, INC.

STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------- --------------------------
1996 1997 1998 1998 1999
----- ------- ------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss............................................... $(657) $(3,152) $(5,115) $ (305) $(2,209)
Adjustments to reconcile net loss to net cash provided
by (used for) operating activities:
Depreciation and amortization........................ 37 239 1,027 164 268
Reserve for bad debts................................ -- 70 -- -- -
Compensation expense relating to issuance of
equity............................................. -- -- 808 -- 273
Changes in assets and liabilities:
Accounts receivable................................ (34) (44) (2,725) (125) 841
Prepaid expenses and other current assets.......... 7 (79) (230) (127) (243)
Accounts payable................................... 266 82 1,218 986 (204)
Accrued compensation............................... -- 273 615 -- 30
Accrued expenses................................... 17 199 704 993 126
Deferred revenue................................... 93 5,392 998 (1,666) (1,211)
----- ------- ------- ------- -------
Net cash provided by (used for) operating
activities....................................... (271) 2,980 (2,700) (80) (2,329)
===== ======= ======= ======= =======
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets.............................. (16) (220) (1,037) (120) (284)
Acquisitions of businesses for cash.................... (135) (429) (655) (655) --
Proceeds from sale of fixed assets..................... -- -- -- -- 16
----- ------- ------- ------- -------
Net cash used for investing activities............. (151) (649) (1,692) (775) (268)
===== ======= ======= ======= =======
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of preferred stock, net............. 250 88 9,916 -- --
Proceeds from borrowings under line of credit.......... -- -- -- -- 1,000
Repayment of note from stockholder..................... -- -- 165 -- --
Proceeds from long-term debt........................... -- 39 -- -- --
Proceeds from short-term debt -- related party......... 190 50 1,410 -- --
Repayment of short-term debt -- related party.......... -- -- (1,635) -- --
Repurchase of common and preferred stock............... -- (630) -- -- --
Proceeds from sale of common stock..................... -- -- -- -- 40
Distributions to stockholders.......................... -- -- (2,320) -- --
----- ------- ------- ------- -------
Net cash provided by (used for) financing
activities....................................... 440 (453) 7,536 -- 1,040
----- ------- ------- ------- -------
Net increase (decrease) in cash and cash equivalents..... 18 1,878 3,144 (855) (1,557)
----- ------- ------- ------- -------
Cash and cash equivalents, beginning of year............. 8 26 1,904 1,904 5,048
----- ------- ------- ------- -------
Cash and cash equivalents, end of year................... $ 26 $ 1,904 $ 5,048 $ 1,049 $ 3,491
===== ======= ======= ======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-
CASH INVESTING AND FINANCING ACTIVITIES
Cash paid during the year for interest................... $ 1 $ 28 $ 87 $ 2 $ --
===== ======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 71

STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION, NATURE OF BUSINESS AND BASIS OF PRESENTATION

Student Advantage, Inc. (the "Company") provides college students with
discounts on a broad range of products and services nationwide through the
Student Advantage membership program, as well as its Web site and magazine.
Student Advantage also offers marketing services to corporations seeking to
communicate effectively with the college student market.

Student Advantage, Inc. is the surviving entity of a reorganization of
Student Advantage LLC, a limited liability company. In October 1998, Student
Advantage LLC effected a recapitalization pursuant to which each of the 10,911
outstanding Members' Interests converted into 137 Preferred Members' Interests
and 1,479 Common Members' Interests, (or an aggregate of 1,497,036 Preferred
Members' Interests and 16,133,892 Common Members' Interests). Each Member
received the proportion of Preferred and Common Members' Interests that
corresponded to such Member's proportion of the 10,911 Members' Interests that
existed immediately prior to the recapitalization. Immediately following such
recapitalization, certain Members sold an aggregate of 1,250,000 Preferred
Members' Interests to two investors for aggregate consideration of $10 million.
Immediately following such transaction, the Company was reorganized from an
"LLC" to a "C" corporation, and as part of such reorganization, each Member
received the number of shares of common stock and of preferred stock of the
Company that was equal to the number of common and preferred Members' Interests
that such Member held immediately prior to the reorganization. The assets and
liabilities of the limited liability corporation were transferred to Student
Advantage at historical cost. The recapitalization and reorganization have been
accounted for retroactively in the accompanying financial statements.

Student Advantage operates in one segment and is subject to the risks and
uncertainties common to growing companies, including reliance on certain
customers, growth and commercial acceptance of the Internet, dependence on
principal products and services and third-party technology, activities of
competitors, dependence on key personnel such as Ray Sozzi, Student Advantage's
Chief Executive Officer, and limited operating history.

Student Advantage has also experienced substantial net losses since its
inception and, as of December 31, 1998, had an accumulated deficit of $11.6
million. Such losses and accumulated deficit resulted primarily from significant
costs incurred in the development of the Company's products and services and the
preliminary establishment of the Company's infrastructure. For the foreseeable
future, the Company expects to continue to experience growth in its operating
expenses in order to execute its current business plan. As a result, the
Company's business plan indicates that additional financing would be required to
support its planned expenditures. In the event that an initial public offering
is not completed on a timely basis, the Company would likely seek such funding
through a private financing.

In May 1999, the Company increased the number of authorized shares of
common stock to 50,000,000. On April 5, 1999, the Company declared a 3-for-1
stock split in the form of a stock dividend, which was effective on May 21,
1999. All periods presented have been restated to reflect the stock dividend.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Student Advantage considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. Student
Advantage invests its excess cash in money markets and certificates of deposit,
which are subject to minimal credit and market risk. Student Advantage's cash
equivalents are classified as available-for-sale and are recorded at cost which
approximates fair value.

F-7
<PAGE> 72
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Revenue Recognition

The Company derives subscription revenue from membership fees related to
enrolling students in the Student Advantage Membership program. Subscription
income is recognized ratably over the remaining term of the membership
agreements. Other revenue includes advertising, marketing services, and
commerce. The Company derives revenue from advertisements placed in SAM, the
Student Advantage magazine, and on its Web site. Revenue from fees related to
advertisements placed in SAM are recognized when the magazine is shipped to
members. Web site advertising revenue is recognized as the related impressions
are displayed, provided that no significant obligations remain and collection of
the related receivable is probable. Marketing services revenue is derived from
providing tailored marketing services to corporations seeking to market their
products and services to college students. Fees from marketing services are
recognized as the related services are rendered, provided that no significant
obligations remain and collection of the related receivable is probable.
Commerce revenue includes primarily transaction-based fees earned from reselling
products and services on behalf of other businesses. This revenue is recognized
upon the completion of the related contractual obligations. Payments received in
advance of revenue being earned are recorded as deferred revenue.

Fair Value of Financial Instruments

The carrying amounts of Student Advantage's financial instruments, which
include cash equivalents, accrued expenses, notes payable and redeemable
convertible preferred stock, approximate their fair values at December 31, 1997
and 1998.

Concentrations of Credit Risk and Significant Customers

Financial instruments which potentially expose the Company to concentration
of credit risk primarily are comprised of trade accounts receivable. Management
believes its credit policies are prudent and reflect normal industry terms and
business risk. The Company does not anticipate non-performance by the
counterparties and, accordingly, does not require collateral. The Company
maintains reserves for potential credit losses and such losses, in the
aggregate, have not exceeded management's expectations. For the years ended
December 31, 1997 and 1998, one customer accounted for 62% and 68% of total
revenue, respectively. At December 31, 1997, three customers accounted for 62%
of accounts receivable, and at December 31, 1998, one customer accounted for 67%
of accounts receivable.

Product Development

Costs incurred in the product development by Student Advantage are expensed
as incurred.

Property and Equipment

Fixed assets are recorded at cost and depreciated over their estimated
useful lives, generally three to five years, using the straight-line method.
Repair and maintenance costs are expensed as incurred.

Intangible Assets

Intangible assets include the excess of the purchase price over
identifiable net assets acquired in acquisitions. Such assets include goodwill,
customer lists, noncompete agreements, Web sites and other intangible assets,
which are being amortized over the estimated economic lives of such assets
ranging from two to five years. Accumulated amortization was $231,000 and
$871,000 at December 31, 1997 and 1998, respectively.

F-8
<PAGE> 73
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Accounting for Stock-Based Compensation

Student Advantage accounts for stock-based awards to employees using the
intrinsic value method as prescribed by Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. Accordingly, no compensation expense is recorded for options
issued to employees in fixed amounts and with fixed exercise prices at least
equal to the fair market value of Student Advantage's common stock at the date
of grant. Student Advantage has adopted the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," through disclosure only (Note 8). All
stock-based awards to non-employees are accounted for at their fair value in
accordance with SFAS No. 123.

Income Taxes

Prior to its reorganization as a C Corporation in 1998 (Note 1), Student
Advantage was treated as a Limited Liability Corporation for federal and state
income tax purposes. Accordingly, no provision for corporate income taxes was
recorded during this period and all losses were passed through to Student
Advantage LLC's members. At the time of its reorganization, Student Advantage
adopted the liability method of accounting for income taxes as set forth in SFAS
No. 109, "Accounting for Income Taxes."

Advertising Expense

Student Advantage recognizes advertising expense as incurred. Advertising
expense was approximately $182,000, $158,000 and $371,000 for the years ended
December 31, 1996, 1997 and 1998, respectively.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Unaudited Pro Forma Balance Sheet

Upon the closing of Student Advantage's anticipated initial public
offering, all 2,747,036 of the outstanding shares of Series A preferred stock
(Note 6) will automatically convert into 8,241,108 shares of common stock. This
conversion has been reflected in the unaudited pro forma balance sheet as of
March 31, 1999.

Cash Flow Information

During 1997, the Company issued 37,045 shares of Preferred Stock and
399,244 shares of Common Stock in connection with the acquisition of a company.

During 1997, the Company issued 27,440 shares of Preferred Stock and
295,736 shares of Common Stock in exchange for the cancellation of a $24,000
note payable.

During 1997, the Company issued 32,792 shares of Preferred Stock and
353,404 shares of Common Stock in satisfaction of an obligation to a
stockholder.

During 1998, the Company issued 65,858 shares of Preferred Stock and
709,768 shares of Common Stock in connection with a contingent payment relating
to a 1997 acquisition of a company.

F-9
<PAGE> 74
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

During 1998, the Company issued 48,022 shares of Preferred Stock and
517,538 shares of Common Stock in exchange for a note receivable of $165,000.

Unaudited Interim Financial Data

The interim financial data as of March 31, 1999 and for the three months
ended March 31, 1998 and 1999 have been derived from unaudited financial
statements of the Company. Management believes the Company's unaudited financial
statements have been prepared on the same basis as the audited financial
statements and include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the financial position and
results of operations for such periods. Results for the three months ended March
31, 1998 and March 31, 1999 have not been audited and are not necessarily
indicative of results to be expected for the full fiscal year.

Net Loss Per Share and Unaudited Pro Forma Net Loss Per Share

Net loss per share is computed under SFAS No. 128, "Earnings Per Share".
Basic net loss per share is computed using the weighted average number of
shares. Diluted loss per share does not differ from basic loss per share since
potential common shares from conversion of preferred stock and exercise of stock
options are anti-dilutive for all periods presented. Pro forma basic and diluted
net loss per share have been calculated assuming the conversion of all
outstanding shares of Series A preferred stock into common shares, as if the
shares had converted immediately upon their issuance.

Recently Issued Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income". This statement establishes standards
for the reporting and display of comprehensive income and its components. SFAS
No. 130 was effective for Student Advantage's fiscal year ended December 31,
1998. Adoption of SFAS No. 130 is for presentation purposes only and had no
effect on Student Advantage's financial position or results of operations.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" which supersedes SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise". This statement changes the way
public business enterprises report segment information, including financial and
descriptive information about their selected segment information. Under SFAS No.
131, operating segments are defined as revenue-producing components of the
enterprise which are generally used internally for evaluating segment
performance. SFAS No. 131 is effective for Student Advantage's fiscal year
ending December 31, 1998 and will not affect Student Advantage's financial
position or results of operations.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits". SFAS No. 132 standardizes the
disclosure requirements for pensions and other postretirement benefits and is
effective for Student Advantage's fiscal year ended December 31, 1998. SFAS No.
132 relates to disclosure only and will not affect Student Advantage's financial
position or results of operations.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The new standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999 and is effective
for Student Advantage's fiscal year ending December 31, 1999. Student Advantage
does not expect the adoption of SFAS No. 133 to have a material effect on its
financial position or results of operations.

F-10
<PAGE> 75
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

In March 1998, the Accounting Standards Executive Committee ("AcSEC")
issued Statement of Position ("SOP") 98-1, "Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 is
effective for financial statements for years beginning after December 15, 1998.
SOP 98-1 provides guidance over accounting for computer software development or
obtained for internal use including the requirement to capitalize specified
costs and amortization of such costs. Student Advantage does not expect the
adoption of this standard to have a material effect on Student Advantage's
financial position or results of operation.

In April 1998, AcSEC issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities". Start-up activities are defined broadly as those one-time
activities related to opening a new facility, introducing a new product or
service, conducting business in a new territory, conducting business with a new
class of customer, commencing some new operation or organizing a new entity.
Under SOP 98-5, the cost of start-up activities should be expensed as incurred.
SOP 98-5 is effective for Student Advantage's fiscal 1999 financial statements
and Student Advantage does not expect its adoption to have a material effect on
its financial position or results of operations.

3. ACQUISITIONS

All acquisitions by Student Advantage, since its inception, have been
accounted for as purchases. Accordingly, the purchase price of each transaction
has been allocated to the assets acquired and liabilities assumed based on the
fair value of such assets and liabilities at the respective acquisition dates.

In March 1996, Student Advantage completed its acquisition of The Passport,
Inc. ("Passport"), a company that operated student discount programs. Student
Advantage paid $100,000 in cash and assumed liabilities of $35,000 in exchange
for the net assets of Passport, which consisted primarily of customer lists,
non-compete agreements and other intangible assets. Accordingly, the operating
results of Passport have been included in Student Advantage's financial
statements since the date of acquisition. Student Advantage is amortizing these
intangible assets on a straight-line basis over a three-year period.

In December 1997, Student Advantage completed its acquisition of The Main
Quad, Inc. ("Main Quad"), a company that owned and operated Web sites focused on
students. Student Advantage paid $272,000 in cash and issued 399,244 shares of
common stock and 37,045 shares of preferred stock with an aggregate estimated
fair value of $106,000 in exchange for the net assets of The Main Quad, which
consisted of certain office equipment as well as Web sites, customer lists,
non-compete agreements and other intangible assets. Student Advantage is
amortizing these tangible and intangible assets on a straight-line basis over a
two-year period. The agreement also provided for the payment of additional
consideration by Student Advantage upon the resolution of certain contingencies.
In 1998, the agreement was amended to eliminate the contingency provisions, and
Student Advantage agreed to issue an additional 709,768 shares of common stock
and 65,858 shares of preferred stock with an aggregate fair value of $225,000
which has been recorded as additional cost of the assets acquired. The operating
results of The Main Quad have been included in Student Advantage's financial
statements since the date of acquisition.

In December 1997, Student Advantage completed its acquisition of Loci, Inc.
("Loci"), a company that owned and operated a Web site focused on students.
Student Advantage paid approximately $100,000 in cash in exchange for the net
assets of Loci, which consisted of the Web site, customer lists, non-compete
agreements and other intangible assets. Accordingly, the operating results of
Loci have been included in Student Advantage's financial statements since the
date of acquisition. Student Advantage is amortizing these intangible assets on
a straight-line basis over a three-year period.

Student Advantage entered into an agreement effective January 1, 1998 for
the purchase of Collegiate Advantage, Inc., a provider of marketing and
promotional services to the college community. The cost of the acquisition
consisted of $601,000 in cash (including transaction costs) and the assumption
of liabilities

F-11
<PAGE> 76
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

of $275,000. During 1998, the Company paid additional contingent consideration
of $50,000. Student Advantage may be required to pay additional consideration
based on future performance of the former Collegiate Advantage business. The
following unaudited pro forma data summarizes the results of operations for the
year ended December 31, 1997 as if the acquisition of Collegiate Advantage had
been completed on January 1, 1997. The pro forma data gives effect to actual
operating results prior to the acquisition and adjustments to interest income
and amortization of goodwill and other intangible assets. These pro forma
amounts do not purport to be indicative of the results that would have actually
been obtained if the acquisition had occurred on January 1, 1997 or that may be
obtained in the future.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1997
-------------------------
(UNAUDITED, IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C>
Net revenue............................................. $ 8,641
Net loss................................................ (3,560)
Net loss per common share:
Basic and diluted..................................... $ (0.23)
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------- MARCH 31,
1997 1998 1999
---- ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures.................................. $ 17 $ 50 $ 75
Computer equipment and software......................... 164 673 746
Equipment............................................... 90 196 196
Leasehold improvements.................................. -- 389 555
---- ------ ------
271 1,308 1,572
Less: Accumulated depreciation and amortization......... 36 223 311
---- ------ ------
$235 $1,085 $1,261
==== ====== ======
</TABLE>

Depreciation and amortization expense with respect to property and
equipment for the years ended December 31, 1996, 1997 and 1998 was $3,000,
$20,000 and $187,000, respectively and for the three months ended March 31, 1999
was $88,000.

5. BORROWINGS

At December 31, 1997, the Company had two notes payable from a stockholder
in the aggregate amount of $225,000. These notes were fully repaid in 1998.

During 1998, the Company entered into a $1,250,000 line of credit agreement
with a bank expiring in April of 1999. The agreement is subject to certain
financial covenants as defined in the agreement, and the assets of the Company
collateralize the related obligation. Borrowings under the agreement bear
interest at the bank's rate, which at December 31, 1998 was 9.25%. During 1998,
the Company borrowed $1,250,000 under the agreement. There were no borrowing
outstanding at December 31, 1998. There was $1,000,000 outstanding at March 31,
1999.

In April 1999, this line of credit agreement was replaced with and
superseded by a new line of credit agreement which provides for borrowings of up
to $2.75 million, including a $250,000 equipment line of credit. The terms of
this line of credit agreement require the maintenance of certain minimum
financial ratios and conditions and includes other covenants similar to those in
the initial agreement. A termination

F-12
<PAGE> 77
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

of the Company's agreements with AT&T would give the bank the right to terminate
the credit agreement. All borrowings under this line of credit agreement bear
interest at LIBOR plus 200 basis points or at the bank's rate (7.75% at March
31, 1999), and expires in June 2000.

6. PREFERRED STOCK

The Series A preferred stockholders have the following rights and
privileges:

Voting Rights

Each holder of the Series A preferred stock is entitled to a number of
votes equal to the number of shares of common stock into which each share of
such stock is convertible. With respect to the election of directors, the Series
A preferred stockholders, voting as a single class, may elect two directors.

Conversion

Each share of Series A preferred stock is convertible, at the option of the
holder, into three shares of common stock, subject to certain anti-dilution
adjustments. Each share of the Series A preferred stock will automatically
convert into three shares of common stock upon the closing of an underwritten
public offering of Student Advantage's common stock at a price to the public of
at least $4.10 per share resulting in aggregate proceeds to Student Advantage of
at least $15 million.

Dividend Rights

The Series A preferred stockholders are not entitled to receive any
dividends unless declared by Student Advantage's Board of Directors. In the
event that dividends are paid on the common stock, the Series A preferred
stockholders are entitled to receive dividends at the same rate and at the same
time as the common stockholders, with each share of Series A preferred stock
being treated as equal to the number of shares of common stock into which each
share of such stock is convertible.

Liquidation Preferences

In the event of any liquidation, dissolution or winding up of Student
Advantage, the Series A preferred stockholders are entitled to receive, in
preference to the holders of the common stock, an amount equal to the greater of
$8.00 per share, subject to certain anti-dilutive adjustments, or such amount as
would have been payable had such shares been converted to common stock just
prior to liquidation. Any assets remaining following the initial distribution to
the preferred stockholders shall be available for distribution ratably among the
common stockholders only.

Redemption

On October 16, 2003, at the request of at least one-third of the holders of
the Series A preferred stock, Student Advantage shall redeem the then
outstanding shares of Series A preferred stock from each holder that requests
redemption. Upon redemption, each holder of the Series A will be entitled to
receive a cash payment equal to $8.00 per share plus any declared but unpaid
dividends.

Undesignated Preferred Stock

On April 5, 1999, Student Advantage's Board of Directors approved, subject
to stockholder approval, 5,000,000 shares of undesignated preferred stock.
Issuances of the undesignated preferred stock may be made at the discretion of
the Board of Directors (without stockholder approval), in one or more series and
with such designations, rights and preferences as determined by the Board. As a
result, the undesignated preferred stock may have dividend, liquidation,
conversion, redemption, voting or other rights which may be more expansive than
the rights of holders of and the common stock.

F-13
<PAGE> 78
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. COMMON STOCK

Authorized Shares

On April 5, 1999, Student Advantage's Board of Directors approved, subject
to stockholder approval, an increase in the authorized shares of common stock,
$0.01 par value, to 150,000,000.

8. STOCK AWARD PLANS

1998 Stock Incentive Plan

Under the 1998 Incentive Stock Plan, the Board of Directors may award
options and restricted stock or other stock-based awards. Incentive stock
options may not be granted at less than the fair market value of Student
Advantage's common stock at the date of grant, for a term not to exceed ten
years and generally vesting over a four-year period. The exercise price under
each non-qualified stock option shall be specified by the Board of Directors.
Awards made under the 1998 Stock Plan may be made at the discretion of the Board
of Directors with terms to be defined therein.

On April 5, 1999, the Board approved, subject to stockholder approval, an
increase in the 1998 Stock Plan providing for the issuance of up to an aggregate
7,500,000 shares of Student Advantage common stock to eligible employees,
officers, directors, consultants and advisors of Student Advantage.

Prior to 1998, there was no compensation expense recognized for stock
option grants made by Student Advantage under APB Opinion No. 25. For the year
ended December 31, 1998, compensation expense recognized for stock option grants
totaled $808,000. Had compensation cost for Student Advantage's option grants
been determined based on the fair value at the date of grant consistent with the
method prescribed by SFAS No. 123, Student Advantage's net loss and net loss per
share would have increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1998
---------------------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C>
Net loss:
As reported...................................... $(5,115)
Pro forma........................................ (5,139)
Basic and diluted net loss per share...............
As reported...................................... (0.32)
Pro forma........................................ (0.32)
</TABLE>

Because the determination of the fair value of all options granted after
Student Advantage becomes a public entity will include an expected volatility
factor, because additional option grants are expected to be made subsequent to
December 31, 1998, and because most options vest over several years, the pro
forma effects of applying the fair value method may be material to the results
of operations in future years.

Under SFAS No. 123, the fair value of each employee option grant is
estimated on the date of grant using the Black-Scholes option pricing model to
apply the minimum value method with the following weighted-average assumptions
used for grants made during the year ended December 31, 1998: no dividend yield;
risk free interest rates of 4.54%; no volatility; and an expected option term of
4 years.

F-14
<PAGE> 79
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Stock option activity during the year ended December 31, 1998 was as
follows:

<TABLE>
<CAPTION>
OUTSTANDING OPTIONS
----------------------
WEIGHTED-
AVERAGE
NUMBER EXERCISE
OF SHARES PRICE
--------- ---------
<S> <C> <C>
Outstanding -- January 1, 1998
Granted (weighted average fair value of $1.86)....... 2,313,000 $0.33
Exercised............................................ --
Canceled............................................. --
--------- -----
Outstanding -- December 31, 1998....................... 2,313,000 $0.33
========= =====
</TABLE>

As of December 31, 1998, 1,887,000 shares were available for grant under
the 1998 Stock Plan.

The following table summarizes information about stock options outstanding
at December 31, 1998:

<TABLE>
<CAPTION>
VESTED AND EXERCISABLE
WEIGHTED-AVERAGE ----------------------------
REMAINING WEIGHTED-AVERAGE
EXERCISE NUMBER CONTRACTUAL LIFE NUMBER OF EXERCISE
PRICE OUTSTANDING (IN YEARS) SHARES PRICE
- -------- ----------- ---------------- --------- ----------------
<S> <C> <C> <C> <C>
$0.33 2,313,000 9.31 450,535 $0.33
</TABLE>

1999 Employee Stock Purchase Plan

On April 5, 1999, the Board of Directors authorized, subject to stockholder
approval, the 1999 Employee Stock Purchase Plan (the "Purchase Plan"). The
Purchase Plan provides for the issuance of up to 450,000 shares of Student
Advantage's common stock to eligible employees. Under the Purchase Plan, Student
Advantage is authorized to make one or more offerings during which employees may
purchase shares of common stock through payroll deductions made over the term of
the offering. The per-share purchase price at the end of each offering is equal
to 85% of the closing price of the common stock at the beginning or end of the
offering period (as defined by the Purchase Plan), whichever is lower.

Deferred Compensation

During 1998, Student Advantage granted stock options to purchase 2,313,000
shares of its common stock with an exercise price of $0.33 per share. Student
Advantage recorded compensation expense and deferred compensation relating to
these options totaling $808,000 and $4.2 million, respectively, representing the
differences between the estimated fair market value of the common stock on the
date of grant and the exercise price. Compensation relating to options which
vested immediately upon grant was expensed in full at the date of grant, while
compensation related to options which vest over time was recorded as a component
of stockholders' deficit and is being amortized over the vesting periods of the
related options.

F-15
<PAGE> 80
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

Deferred tax assets are comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
<S> <C>
Deferred tax assets:
Deferred revenue................................... $ 2,400,000
Net operating loss carryforwards................... 800,000
Non current assets................................. 200,000
Accruals........................................... 300,000
Deferred compensation.............................. 300,000
Other.............................................. 100,000
-----------
Total deferred tax assets.................. 4,100,000
Deferred tax asset valuation allowance............... (4,100,000)
-----------
$ --
===========
</TABLE>

The Company has provided a full valuation allowance for the deferred tax
assets since it is more likely than not that these future benefits will not be
realized. If the Company achieves future profitability, a significant portion of
these deferred tax assets could be available to offset future income taxes.

At December 31, 1998, the Company has a net operating loss carryforward for
federal and state purposes of approximately $2 million which expires through
2018.

Under the Internal Revenue Code, certain substantial changes in the
Company's ownership could result in an annual limitation on the amount of net
operating loss and tax credit carryforwards which can be utilized in future
years.

10. EMPLOYEE SAVINGS PLAN

During 1998, Student Advantage adopted an employee retirement savings plan
under Section 401(k) of the Internal Revenue Code which covers substantially all
employees. Under the terms of the 401(k) Plan, employees may contribute a
percentage of their salary, up to a maximum of 20%. Student Advantage
contributed $61,000 to the 401(k) Plan on behalf of its employees during 1998.

11. COMMITMENTS AND CONTINGENCIES

Student Advantage leases its operating facility and certain office
equipment under noncancelable operating lease agreements. Rent expense under
these leases for the years ended December 31, 1996, 1997 and 1998, totalled
approximately $44,000, $246,000 and $722,000, respectively.

F-16
<PAGE> 81
STUDENT ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum lease payments under noncancelable operating leases at
December 31, 1998 are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
----------
<S> <C>
1999..................................................... $ 799,000
2000..................................................... 708,000
2001..................................................... 496,000
2002..................................................... 437,000
2003..................................................... 437,000
Thereafter............................................... 238,000
----------
Total minimum lease payments............................. $3,115,000
==========
</TABLE>

Legal Proceedings

Student Advantage is from time to time subject to legal proceedings and
claims which arise in the normal course of its business. In the opinion of
management, the amount of ultimate liability with respect to these actions will
not have a material adverse effect on Student Advantage's financial position or
results of operations.

12. SUBSEQUENT EVENT

On April 1, 1999, Student Advantage completed its acquisitions of The
Travel Holding Group, LLC and The Campus Agency, LLC in exchange for a
promissory note in the amount of $330,000. The Campus Agency provides media
planning and strategy consulting services to the U.S. student travel market. The
Travel Holding Group is a reseller of Eurail passes. The acquisitions have been
accounted for under the purchase method of accounting and the results of
operations of each company will be included in Student Advantage's results
beginning on the acquisition date. Goodwill and other intangible assets in the
aggregate amount of $305,000 were recorded in connection with these acquisitions
and will be amortized over 3 years. Because the historical results of Campus
Agency and Travel Holding Group are immaterial, pro forma financial information
has not been presented.

On May 7, 1999, we entered into an agreement to acquire University
Netcasting, Inc. in a transaction that will be accounted for as a pooling of
interests. University Netcasting is a leading operator of official athletic Web
sites for colleges, universities and college sports associations. Through its
FANSonly Network, FANSonly.com, University Netcasting provides sports fans with
comprehensive online information and analysis on college sports. In connection
with the acquisition, we will issue 2,427,603 shares of common stock to the
stockholders of University Netcasting. The agreement provides that 242,760 of
the shares of common stock will be held in escrow to secure the indemnification
obligations of the University Netcasting stockholders for a period ending on the
earlier of the date one year after the closing of the merger and the date of
issuance of the first independent audit report of Student Advantage after the
closing of the merger. In addition, all outstanding options to purchase
University Netcasting common stock will be converted into options to purchase an
aggregate of 62,922 shares of Student Advantage common stock. We also agreed to
pay expenses, in an amount not to exceed $825,000, incurred by University
Netcasting in connection with the transaction. We agreed to use our reasonable
best efforts to register for public sale 1,213,802 shares of common stock that
will be issued to the stockholders of University Netcasting. We agreed to
register such shares on the earlier of: (1) the 180th day after the date of this
prospectus, and (2) the date any of Raymond V. Sozzi, Jr., Greylock IX Limited
Partnership, Marc Turtletaub or Princeton Review Publishing, L.L.C. sells
greater than 1% of the then outstanding shares of common stock.

F-17
<PAGE> 82

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of Student Advantage, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in stockholders' equity and of cash flows present
fairly, in all material respects, the financial position of Collegiate
Advantage, Inc. at December 31, 1997, and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
April 5, 1999

F-18
<PAGE> 83

COLLEGIATE ADVANTAGE, INC.

BALANCE SHEET
DECEMBER 31, 1997

<TABLE>
<S> <C>
ASSETS
Current assets
Cash...................................................... $ 304,665
Accounts receivable (net of allowance for doubtful
accounts of $20,000)................................... 851,195
Costs in excess of billings............................... 65,337
Prepaid expenses and other current assets................. 25,442
----------
Total current assets.............................. 1,246,639
Fixed assets, net........................................... 275,630
Deposits.................................................... 15,194
----------
Total assets...................................... $1,537,463
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued payroll........................................... $ 131,099
Accounts payable.......................................... 265,470
Deferred revenue.......................................... 371,092
----------
Total current liabilities......................... 767,661
----------
Commitments (Note 4)
Stockholders' equity
Capital stock, no par value; 15,000 shares authorized; 100
shares issued and outstanding at December 31, 1997..... 2,000
Retained earnings......................................... 767,802
----------
Total stockholders' equity........................ 769,802
----------
Total liabilities and stockholders' equity........ $1,537,463
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-19
<PAGE> 84

COLLEGIATE ADVANTAGE, INC.

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<S> <C>
Revenue..................................................... $4,849,270
Cost of revenue............................................. 3,812,075
----------
Gross profit.............................................. 1,037,195
General and administrative expenses......................... 1,207,580
----------
Loss from operations...................................... (170,385)
----------
Interest and other income:
Interest income........................................... 10,209
Other income.............................................. 17,611
----------
27,820
----------
Net loss.................................................... $ (142,565)
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-20
<PAGE> 85

COLLEGIATE ADVANTAGE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
COMMON STOCK
------------------
CARRYING RETAINED
SHARES VALUE EARNINGS TOTAL
------ -------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at December 31, 1996..................... 100 $2,000 $1,041,517 $1,043,517
Net loss......................................... (142,565) (142,565)
Dividends paid................................... (131,150) (131,150)
--- ------ ---------- ----------
Balance at December 31, 1997..................... 100 $2,000 $ 767,802 $ 769,802
=== ====== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-21
<PAGE> 86

COLLEGIATE ADVANTAGE, INC.

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $(142,565)
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 110,691
Changes in operating assets and liabilities
Accounts receivable.................................. (132,065)
Costs in excess of billings.......................... 37,531
Prepaid expenses and other current assets............ 12,353
Accrued payroll...................................... 131,099
Accounts payable..................................... 15,039
Deferred revenue..................................... 353,092
---------
Net cash provided by operating activities......... 385,175
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets................................. (88,516)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid............................................ (131,150)
---------
Net increase in cash........................................ 165,509
Cash, beginning of year..................................... 139,156
---------
Cash, end of year........................................... $ 304,665
=========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest.................... $ 338
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-22
<PAGE> 87

COLLEGIATE ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION, NATURE OF BUSINESS AND BASIS OF PRESENTATION

Collegiate Advantage, Inc. operates in one business segment and is engaged
primarily in providing promotional, marketing and advertising services on
college campuses throughout the United States.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Cash

All highly liquid investments with an original maturity of three months or
less are considered to be cash equivalents. The Company maintains its cash in
bank deposit accounts which at times, may exceed federally insured limits. The
Company does not believe that it is exposed to significant credit risk
concerning cash and cash equivalents.

Accounts Receivable, Concentration of Credit Risk and Significant Customers

Financial statements which potentially expose the Company to concentrations
of credit risk include accounts receivable. The Company does not require
collateral but closely monitors amounts receivable from customers.

During 1997, the Company earned approximately 61% of its revenue from one
customer. Additionally, the Company had $433,222 of accounts receivable and
$371,092 of deferred revenue related to this customer at December 31, 1997.

Fixed Assets

Fixed assets are recorded at cost and depreciated using the straight-line
method over their estimated useful lives. Maintenance and repairs costs are
expensed as incurred.

Income Taxes

Collegiate Advantage has elected, by consent of its stockholders, to be
taxed under the provisions of Subchapter S of the Internal Revenue Code for
income tax return purposes. Under these provisions, the Company does not pay
Federal income taxes on its taxable income. Instead, the stockholders are liable
for individual Federal income taxes on the Company's taxable income. Thus, the
Company does not incur Federal income tax obligations.

Advertising Expense

Collegiate Advantage recognizes advertising expense as incurred.
Advertising expense was approximately $11,469 for the year ended December 31,
1997.

F-23
<PAGE> 88
COLLEGIATE ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Revenue Recognition

Revenue is recognized as services are performed, provided that all
significant obligations have been fulfilled and collection of the related
receivable is probable. Billings and payments in advance of the recognition of
revenue are recorded as deferred revenue.

3. FIXED ASSETS

Fixed assets consist of the following:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES DECEMBER 31,
(IN YEARS) 1997
------------ ------------
<S> <C> <C>
Computers and equipment.............................. 5 $374,381
Furniture and fixtures............................... 5 - 7 37,523
Motor vehicles....................................... 3 107,626
Leasehold improvements............................... 3 23,050
--------
542,580
Less -- accumulated depreciation and amortization.... (266,950)
--------
$275,630
========
</TABLE>

Depreciation and amortization expense totaled $110,691 for the year ended
December 31, 1997.

4. COMMITMENTS

Service Agreement

During 1997, Collegiate Advantage negotiated the redemption of a 50%
stockholder's interest in the Company. The stock was purchased directly from the
50% stockholder by another stockholder of the Company. In connection with this
arrangement, the Company entered into a service consulting agreement with the
former stockholder which expires on December 31, 2000 unless terminated earlier
under the provisions of the agreement. The Company is required to pay $25,000 on
the last day of each calendar quarter commencing on March 31, 1998.

Leases

Collegiate Advantage leases its facilities and certain equipment under
operating leases extending through 1998. In addition to rent, Collegiate
Advantage is responsible for incremental operating costs, including real estate
taxes, on each property. Expenses incurred under these leases during the year
ended December 31, 1997 totaled $193,483.

Future minimum lease payments under operating leases are as follows:

5. EMPLOYEE BENEFIT PLANS

During 1995, Collegiate Advantage implemented a defined contribution profit
sharing plan covering all eligible employees. Employer contributions are at the
discretion of management. Collegiate Advantage elected not to make any
contributions to the plan in 1997.

F-24
<PAGE> 89
COLLEGIATE ADVANTAGE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

In addition, Collegiate Advantage established an employee savings and
profit sharing plan during 1995. Employees may contribute to the employee
savings plan subject to the provisions of Code Section 401(k) of the Internal
Revenue Code. Collegiate Advantage matches employee contributions up to 6.0% of
eligible compensation. Collegiate Advantage contributed $20,031 to this plan in
1997.

6. LINE OF CREDIT

During 1997, the Company entered into a $450,000 line of credit agreement
with a bank. Borrowings under the agreement bear interest at the bank's prime
rate plus 0.5% (9.0% at December 31, 1997). At December 31, 1997, there were no
advances outstanding under this line of credit.

7. RELATED PARTY TRANSACTIONS

During 1997, Collegiate Advantage, Inc. paid $373,883 to Event Staffers,
L.L.C., a related company under common control, for payroll services provided to
Collegiate Advantage and related administrative expenses.

8. SUBSEQUENT EVENT

The Company entered into an agreement effective January 1, 1998 to be
purchased by Student Advantage which paid $601,000 and assumed $275,000 of the
Company's liabilities in connection with the acquisition. Student Advantage may
be required to pay additional consideration based on the future performance of
the Company's former business.

F-25
<PAGE> 90

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of Student Advantage, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in stockholders' deficit and of cash flows present
fairly, in all material respects, the financial position of The Main Quad, Inc.
at December 6, 1997, and the results of its operations and its cash flows for
the period from January 1, 1997 through December 6, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
April 5, 1999

F-26
<PAGE> 91

THE MAIN QUAD, INC.

BALANCE SHEET
DECEMBER 6, 1997

<TABLE>
<S> <C>
ASSETS
Current assets
Accounts receivable....................................... $ 32,743
Prepaid expenses.......................................... 5,800
---------
Total current assets.............................. 38,543
Fixed assets, net........................................... 18,431
---------
Total assets...................................... $ 56,974
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable.......................................... $ 45,608
Advance from Student Advantage............................ 25,000
Current portion of capital lease obligations.............. 10,019
Notes payable founders and related parties................ 187,511
---------
Total current liabilities......................... 268,138
Capital lease obligations................................... 1,790
---------
Total liabilities................................. 269,928
---------
Commitments (Note 6)
Stockholders' deficit
Series A Preferred Stock, $0.50 par value; 500,000 shares
authorized; 120,000 shares issued and outstanding at
December 6, 1997....................................... 60,000
Series B Preferred Stock, $0.55 par value; 570,000 shares
authorized; 387,724 shares issued and outstanding at
December 6, 1997....................................... 213,248
Common Stock, $0.01 par value; 5,000,000 shares
authorized; 1,560,000 shares issued and outstanding at
December 6, 1997....................................... 15,600
Stock subscription receivable............................. (13,120)
Accumulated deficit....................................... (488,682)
---------
Total stockholders' deficit....................... (212,954)
---------
Total liabilities and stockholders' deficit....... $ 56,974
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-27
<PAGE> 92

THE MAIN QUAD, INC.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 1997 THROUGH DECEMBER 6, 1997

<TABLE>
<S> <C>
Revenue..................................................... $ 96,908
Cost of revenue............................................. 46,118
---------
Gross profit.............................................. 50,790
---------
Operating expenses
Product development....................................... 31,232
Selling and marketing..................................... 22,313
General and administrative................................ 125,531
---------
179,076
---------
Net loss.................................................. $(128,286)
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-28
<PAGE> 93

THE MAIN QUAD, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM JANUARY 1, 1997 THROUGH DECEMBER 6, 1997

<TABLE>
<CAPTION>
SERIES A SERIES B
PREFERRED STOCK PREFERRED STOCK COMMON STOCK
----------------- ------------------ ------------------- SUBSCRIPTION ACCUMULATED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT RECEIVABLE DEFICIT TOTAL
------- ------- ------- -------- --------- ------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1997.................... 120,000 $60,000 1,560,000 $15,600 $(13,120) $(360,396) $(297,916)
Issuance of Series B
Preferred Stock......... 387,724 $213,248 213,248
Net loss.................. (128,286) (128,286)
------- ------- ------- -------- --------- ------- -------- --------- ---------
Balance, December 6,
1997.................... 120,000 $60,000 387,724 $213,248 1,560,000 $15,600 $(13,120) $(488,682) $(212,954)
======= ======= ======= ======== ========= ======= ======== ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-29
<PAGE> 94

THE MAIN QUAD, INC.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 1997 THROUGH DECEMBER 6, 1997

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................. $(128,286)
Adjustments to reconcile net loss to net cash used for
operating activities:
Depreciation and amortization.......................... 28,582
Changes in operating assets and liabilities
Accounts receivable.................................. (24,480)
Prepaid expenses..................................... (2,850)
Other assets......................................... 45,285
Accounts payable..................................... (24,060)
Accrued expenses..................................... (9,736)
Deferred revenue..................................... (550)
---------
Net cash used for operating activities............... (116,095)
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets................................. (1,359)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Series B Preferred Stock........ 213,248
Advance from Student Advantage............................ 25,000
Repayment of notes........................................ (110,234)
Payment of capital leases................................. (10,607)
---------
Net cash provided by financing activities............ 117,407
---------
Net decrease in cash........................................ (47)
Cash, beginning of period................................... 47
---------
Cash, end of period......................................... $ --
=========
Supplemental disclosure of cash flow information
Cash paid for interest.................................... $ 2,275
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-30
<PAGE> 95

THE MAIN QUAD, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF THE BUSINESS

The Main Quad, Inc. (the "Company") is organized as a California
corporation. The Company also runs a comprehensive Web site positioned as an
online collection of services and content for students in the United States.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company derives revenue from advertisements placed on its Web site and
from providing other advertising services to corporate sponsors participating in
the network. Sponsor advertising revenue is recognized when all significant
obligations have been fulfilled and collection of the related receivable is
probable. Web site advertising revenue is recognized as the related impressions
are displayed, provided that no significant obligations of the Company remain
and collection of the related receivable is probable.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially expose the Company to concentration
of credit risk include accounts receivable. The Company does not require
collateral but closely monitors amounts receivable from customers.

Revenue of approximately $27,000 (28%) and $14,500 (15%) was attributable
to two separate customers during the period from January 1, 1997 through
December 6, 1997.

Fixed Assets

Fixed assets are recorded at cost and depreciated using the straight-line
method over their estimated useful lives. Maintenance and repair costs are
expenses as incurred.

3. FIXED ASSETS

Fixed assets consist of the following:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE DECEMBER 6,
(YEARS) 1997
----------- -----------
<S> <C> <C>
Computer equipment and software....................... 3 $ 26,646
Furniture and fixtures................................ 5 3,250
Office equipment...................................... 5 35,332
--------
65,228
Less -- accumulated depreciation and amortization..... (46,797)
--------
$ 18,431
========
</TABLE>

F-31
<PAGE> 96
THE MAIN QUAD, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Depreciation and amortization expense totaled $28,572 for the period from
January 1, 1997 through December 6, 1997.

4. BORROWINGS

The Company's borrowings consist of the following at December 6, 1997:

<TABLE>
<CAPTION>
DECEMBER 6,
1997
-----------
<S> <C> <C>
Notes payable, founders:
Non-interest bearing promissory notes payable to founders............. $ 21,215
Notes payable, other related parties:
Non-interest bearing promissory notes payable to other related
parties.......................................................... 166,296
--------
$187,511
========
</TABLE>

5. SERIES A AND SERIES B PREFERRED STOCK

The Series A and Series B Preferred Stock have the following
characteristics:

Voting

Except with regard to actions on which the Series A and Series B
Stockholders are entitled to vote as a separate class, the holders of Series A
and Series B Preferred Stock vote together with all other classes and series of
stock on all actions to be taken by the stockholders of the Company.

Dividends

The holders of the outstanding Series A and Series B Preferred Stock shall
be entitled to receive, when and as declared by the Board of Directors,
dividends at the rate of 8% ($0.04) per share per annum, payable in preference
and priority to any payment of any dividend on Common Stock. Such preferential
dividend rights of the Series A and Series B Preferred Stock shall have equal
priority to one another. Such dividends shall not be cumulative, and no right to
such dividends shall accrue to holders of Series A or Series B Preferred Stock
unless declared by the Board of Directors.

Liquidation Preference

In the event of any liquidation, dissolution, or winding-up of the Company,
the holders of Series A and Series B Preferred Stock are entitled to receive,
prior to and in preference to holders of Common Stock, the amount equal to the
original purchase price for their respective series of Preferred Stock on a pro
rata basis with all Preferred Stockholders, plus an amount equal to all declared
but unpaid dividends on the Series A and Series B Preferred Stock.

Conversion

Each share of Series A and Series B Preferred Stock may be converted, at
the option of the holders thereof, at any time after the date of the issuance,
into one share of Common Stock, subject to adjustment in the event of stock
split, combination or recapitalization.

Warrants

In connection with the issuance of Series A and Series B Preferred Stock,
the Company issued warrants to purchase 40,000 shares of Series A Preferred
Stock and 69,093 shares of Series B Preferred

F-32
<PAGE> 97
THE MAIN QUAD, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Stock at their respective par values. These warrants are immediately
exercisable, and will terminate five years from the date of issuance, unless the
Company's initial sale of its Common Stock in a public offering or the
acquisition of the Company occurs prior to that date.

6. COMMON STOCK

Each share of Common Stock entitles the holder to one vote on all matters
submitted to a vote of the Company's stockholders. Common stockholders are
entitled to receive dividends, if any, as may be declared by the Board of
Directors, subject to the preferential dividend rights of the Series A and
Series B Preferred stockholders.

7. COMMITMENTS

The Company leases its office space and certain office equipment under
non-cancelable operating and capital leases. Total rent expense under these
leases was approximately $41,600 for the period from January 1, 1997 through
December 6, 1997.

Future minimum lease commitments at December 6, 1997 are as follows:

<TABLE>
<CAPTION>
CAPITAL
YEAR ENDING DECEMBER 31, LEASES
- ------------------------ -------
<S> <C>
1998..................................................... $11,063
1999..................................................... 1,844
-------
12,907
Less: portion representing interest...................... (1,098)
-------
$11,809
=======
</TABLE>

There are no lease commitments for the period from December 7, 1997 through
December 31, 1997.

8. SUBSEQUENT EVENT

In December of 1997, the Company was purchased by Student Advantage.
Student Advantage paid $272,000 in cash and issued 270 Members' Interests with
an estimated fair value of $106,000 in exchange for the net assets of the
Company, which consisted of certain office equipment as well as customer lists,
non-compete agreements and other intangible assets. In 1998, the agreement was
amended to eliminate the contingency provisions, and Student Advantage agreed to
issue an additional 480 Members' Interests with an aggregate fair value of
$225,000.

F-33
<PAGE> 98

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
University Netcasting, Inc.

In our opinion, the accompanying balance sheets and the related statements
of operations, of stockholders' deficit and redeemable convertible preferred
stock and of cash flows present fairly, in all material respects, the financial
position of University Netcasting, Inc. at March 31, 1998 and 1999, and the
results of its operations and its cash flows for each of the two years in the
period ended March 31, 1999 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred recurring operating losses and is
in an accumulated deficit position; these factors raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ PricewaterhouseCoopers LLP

San Diego, California
April 30, 1999

F-34
<PAGE> 99

UNIVERSITY NETCASTING, INC.
BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31,
-------------------
1998 1999
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 3,902 $ 1,092
Accounts receivable, net.................................. 339 342
Other current assets...................................... 86 16
------- --------
Total current assets.............................. 4,327 1,450
Furniture and equipment, net................................ 134 301
Other assets................................................ 11 20
------- --------
Total assets...................................... $ 4,472 $ 1,771
======= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 272 $ 325
Accrued expenses.......................................... 587 855
Deferred revenue.......................................... 302 398
------- --------
Total current liabilities......................... 1,161 1,578
------- --------
Commitments (Note 7)
Redeemable convertible preferred stock, $0.01 par value:
Series A, 11,923,700 shares designated at March 31, 1998
and 1999; 11,291,734 and 11,588,907 shares issued and
outstanding at March 31, 1998 and 1999; (liquidating
and redemption preference of $11,292 and $11,589 at
March 31, 1998 and 1999)............................... 7,031 8,039
Series B, 9,500,000 shares designated at March 31, 1998
and 1999; 6,761,604 and 9,428,172 shares issued and
outstanding at March 31, 1998 and 1999; (liquidating
and redemption preference of $5,071 and $7,071 at March
31, 1998 and 1999)..................................... 4,804 6,858
Warrant for Series B...................................... 194 194
------- --------
12,029 15,091
------- --------
Stockholders' deficit:
Common stock, $0.01 par value, 24,000,000 shares
authorized; 32,037 shares issued and outstanding at
March 31, 1999......................................... -- 6
Accumulated deficit....................................... (8,718) (14,904)
------- --------
Total stockholders' deficit....................... (8,718) (14,898)
------- --------
Total liabilities and stockholders' deficit....... $ 4,472 $ 1,771
======= ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-35
<PAGE> 100

UNIVERSITY NETCASTING, INC.

STATEMENTS OF OPERATIONS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1998 1999
---- ----
<S> <C> <C>
Revenue..................................................... $ 1,023 $ 1,917
------- -------
Costs and expenses:
Royalties................................................. 384 536
Cost of product sales..................................... 9 --
Product development....................................... 1,784 2,360
Marketing and sales....................................... 1,062 2,596
General and administrative................................ 1,242 1,837
Depreciation.............................................. 112 128
------- -------
4,593 7,457
------- -------
Operating loss.................................... (3,570) (5,540)
Interest income............................................. 26 119
Interest expense............................................ (132) --
------- -------
Net loss.......................................... $(3,676) $(5,421)
======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-36

<PAGE> 101

UNIVERSITY NETCASTING, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT AND REDEEMABLE CONVERTIBLE PREFERRED STOCK

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
REDEEMABLE PREFERRED STOCK STOCKHOLDERS' DEFICIT
--------------------------------------------------- ---------------------------------------------
SERIES A SERIES B STOCK COMMON STOCK TOTAL
------------------- ------------------ PURCHASE --------------- ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT WARRANTS SHARES AMOUNT DEFICIT DEFICIT
------ ------ ------ ------ -------- ------ ------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT MARCH 31, 1997... 9,607,524 $5,672 -- $ -- $ -- -- $-- $ (4,986) $ (4,986)
Issuance of stock for notes
and interest payable...... 1,094,837 821 --
Issuance of stock for
cash...................... 1,006,745 625 --
Issuance of stock for cash,
net of issuance costs of
$267...................... 5,666,667 3,983 --
Issuance of stock for
services.................. 677,465 678 --
Issuance of warrants........ 194 --
Accretion of discount on
redeemable preferred
stock..................... 56 (56) (56)
Net loss.................... (3,676) (3,676)
---------- ------ --------- ------ ---- ------ --- -------- --------
BALANCE AT MARCH 31, 1998... 11,291,734 7,031 6,761,504 4,804 194 -- -- (8,718) (8,718)
Exercise of stock options... 32,037 6 6
Issuance of stock for
services.................. 297,173 297 --
Issuance of stock for
cash...................... 2,666,668 2,000 --
Accretion of discount on
redeemable preferred
stock..................... 711 54 (765) (765)
Net loss.................... (5,421) (5,421)
---------- ------ --------- ------ ---- ------ --- -------- --------
BALANCE AT MARCH 31, 1999... 11,588,907 $8,039 9,428,172 $6,858 $194 32,037 $ 6 $(14,904) $(14,898)
========== ====== ========= ====== ==== ====== === ======== ========
</TABLE>

The acompanying notes are an integral part of these financial statements.
F-37
<PAGE> 102

UNIVERSITY NETCASTING, INC.

STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------
1998 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(3,676) $(5,421)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation......................................... 112 128
Amortization of discount on notes payable to
stockholders........................................ 121 --
Interest expense on notes payable to stockholders
exchanged for stock................................. 11 --
Services received for stock.......................... 678 297
Changes in assets and liabilities:
Accounts receivable............................... (310) (3)
Other assets...................................... (49) 61
Accounts payable.................................. 234 53
Accrued expenses.................................. 449 268
Deferred revenue.................................. 302 96
------- -------
Net cash used in operating activities........ (2,128) (4,521)
------- -------
Cash flows from investing activities:
Purchases of furniture and equipment...................... (137) (295)
------- -------
Net cash used in investing activities........ (137) (295)
------- -------
Cash flows from financing activities:
Proceeds from notes payable to stockholders............... 939 --
Payment of notes payable to stockholders.................. (250) --
Proceeds from warrants.................................... 194 --
Proceeds from issuance of stock, net of issuance costs.... 4,608 2,000
Proceeds from stock option exercises...................... -- 6
------- -------
Net cash provided by financing activities.... 5,491 2,006
------- -------
Net increase (decrease) in cash and cash equivalents........ 3,226 (2,810)
Cash and cash equivalents at beginning of year.............. 676 3,902
------- -------
Cash and cash equivalents at end of year.................... $ 3,902 $ 1,092
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid:
Income taxes.............................................. $ 1 $ 1
======= =======
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Issuance of stock for notes and interest payable.......... $ 821 $ --
======= =======
Issuance of stock for services............................ $ 678 $ 297
======= =======
Accretion of discount on mandatorily redeemable preferred
stock.................................................. $ 56 $ 765
======= =======
</TABLE>

The acompanying notes are an integral part of these financial statements.

F-38
<PAGE> 103

UNIVERSITY NETCASTING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY

University Netcasting, Inc., a Delaware corporation (the Company or
University Netcasting), is an Internet-based sports media company that provides
branded, interactive information and programming to college sports enthusiasts.
The Company's world wide web sites deliver real-time, in-depth sports content
and programming.

The Company, was formed on August 6, 1996 as a wholly-owned subsidiary of
Stella Interactive, Inc. (Stella), a California corporation. On August 27, 1996,
Stella was reincorporated in the state of Delaware pursuant to a short form
merger, whereby it was merged with and into the Company (the Merger). As part of
the Merger, the outstanding common and preferred shares of Stella were converted
into shares of University Netcasting Series A Preferred Stock at a ratio of
4.623 shares of Series A Preferred Stock for each share of Stella common and
Stella preferred stock (the Conversion), resulting in the issuance of 4,383,707
shares of University Netcasting Series A Preferred Stock. Prior to the Merger,
Stella produced, published and distributed CD-ROM college and university sports
information reference products for sale to retail customers.

The Company has incurred recurring operating losses and is in an
accumulated deficit position of $14,904,000 as of March 31, 1999. Management is
currently pursuing additional capital resources. There can be no assurance that
additional financing will be available or if available, that such financing will
be completed on commercially favorable terms.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FINANCIAL STATEMENT PREPARATION

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

REVENUE RECOGNITION

REVENUE BY TYPE

Revenue by type for the years ended March 31, 1998 and 1999 are as follows
(in thousands):

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
--------------------
1998 1999
---- ----
<S> <C> <C>
Advertising................................................. $ 821 $1,418
Barter advertising.......................................... 184 463
Electronic commerce......................................... 7 18
Products.................................................... 8 --
Other....................................................... 3 18
------ ------
$1,023 $1,917
====== ======
</TABLE>

ADVERTISING

Advertising revenue is derived primarily from the sale of advertising on
the Company's web sites. Advertising commitments are generally for periods of
eighteen months or less and typically include guarantees of a minimum number of
"impressions," or times that any advertising is viewed by the users of the
Company's web sites. Advertising revenue is recognized based upon the lesser of:
1) ratable recognition over the period the advertising is displayed, provided
that no significant Company obligations

F-39
<PAGE> 104
UNIVERSITY NETCASTING, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

remain and collection of the revenues is probable, or 2) a pro-rata portion of
contract revenue based upon impressions delivered relative to minimum guaranteed
impressions to be delivered. To the extent there is an unexpired term of the
advertising contract or minimum guaranteed impressions are not met, the Company
defers recognition of the corresponding revenues until the contract term expires
or minimum guaranteed impression levels are achieved.

BARTER ADVERTISING

Barter revenue is derived from the sale of advertising on the Company's web
sites in exchange for advertising on another company's web site or another
company's products or services. Barter commitments are for periods of one year
or less and typically include guarantees of a minimum number of impressions.
Barter revenue is recognized at the lower of the estimated fair value of: 1)
advertising, products or services received, or 2) advertising provided. Barter
revenue and the related marketing expense is recognized during the period in
which the advertising is displayed.

ELECTRONIC COMMERCE

Electronic commerce revenue is derived from the sale of products or
services by third parties, the orders for which are generated on the Company's
web sites. This revenue is recognized when products are delivered or services
are provided by the third party if no significant Company obligations remain and
collection of the revenue is probable.

PRODUCTS

Historically, product revenue was derived from the sale of Stella CD-ROMS.
Revenue was recognized upon shipment net of any allowance for rights of returns
and price protection. Products were primarily sold to retailers and
distributors.

COST AND EXPENSES

ROYALTIES

Royalties are paid to organizations, primarily colleges, universities and
athletic associations, for the licensing, the use of organizational information
and indicia (name and logo), and for supplying sports activity content for the
Company to include in the web sites. Licensing agreements generally are for
periods of three years or less. There are no minimum guaranteed royalties;
however, certain licensing agreements require a non-refundable advance payment
of royalties. Royalty expense is recognized as the related advertising revenue
is earned. Amounts paid are based upon a percentage of the advertising revenues
received from the sale of advertising on the Company's web sites where such
organizational information and indicia are displayed.

PRODUCTS

Product costs primarily consist of the cost to produce CD-ROM products and
royalties paid to the content providers for these products. The costs were
expensed as product sales were recognized.

PRODUCT DEVELOPMENT

Product development includes costs incurred in the development of internal
software for deployment of content to the Company's web sites and the actual
development and maintenance of the web page content. Development costs of
internal software used for deployment of content to the Company's web sites has
been charged to expense as incurred.

F-40
<PAGE> 105
UNIVERSITY NETCASTING, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

CONCENTRATION OF SALES AND CREDIT RISK

Financial instruments which potentially expose the Company to credit risk
consist principally of cash and cash equivalents and accounts receivable at
March 31, 1998 and 1999. The Company places its cash and temporary cash
investments with high-quality financial institutions or into high credit quality
instruments for which credit loss is not anticipated. The Company limits the
amount of credit exposure in any one institution or type of investment
instrument. The Company performs ongoing credit evaluations of its customers and
maintains allowances for doubtful accounts based on factors surrounding the
credit risk of specific customers, historical trends and other information.

Accounts receivable were concentrated in the financial services and
communications industries at March 31, 1998 and 1999. For the year ended March
31, 1998 and 1999, revenue derived from two advertisers totaled approximately
$711,000 and $515,000. Included in accounts receivable are amounts due from such
advertisers totaling $177,000 and $175,000 at March 31, 1998 and 1999.

CASH EQUIVALENTS

Cash equivalents are stated at cost, which approximates fair value. The
Company considers all highly liquid and temporary cash investments with
maturities of three months or less at the time of acquisition to be cash
equivalents. At March 31, 1998 and 1999, cash equivalents included money market
accounts and certificates of deposit.

OTHER CURRENT ASSETS

Other current assets include non-refundable advance royalty payments made
to colleges, universities and athletic organizations pursuant to licensing
agreements of $64,000 and $0 at March 31, 1998 and 1999, respectively. Advanced
royalty payments are expensed as the related advertising revenues are earned.

FURNITURE AND EQUIPMENT

Furniture and equipment are recorded at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets,
which range from three to five years. Maintenance and repairs are expensed as
incurred. When the property or equipment is retired or otherwise disposed of,
related costs and accumulated depreciation are removed from the accounts and any
resulting gain or loss is included in operations.

LONG-LIVED ASSETS

The Company reviews assets for impairment whenever events or changes in
circumstances indicate the carrying amount of the asset may not be recoverable.
A determination of impairment (if any) is made based on estimates of
undiscounted future cash flows. For years ended March 31, 1998 and 1999 there
have been no asset impairments.

INCOME TAXES

Current income tax expense (benefit) is the amount of income taxes expected
to be payable (receivable) for the current year. A deferred income tax asset or
liability is computed for the expected future impact of differences between the
financial reporting and tax bases of assets and liabilities as well as the
expected future tax benefit to be derived from tax loss and tax credit
carryforwards. Deferred income tax expense (benefit) is generally the net change
during the year in the deferred income tax asset or liability. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount more likely than not to be realized in future tax returns.

F-41
<PAGE> 106
UNIVERSITY NETCASTING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

STOCK-BASED COMPENSATION

The Company has elected to account for stock-based employee compensation
using the intrinsic value method and to disclose in the footnotes the pro-forma
impact on the financial statements as if the Company had accounted for
stock-based employee compensation using the fair value method. All stock based
non-employee compensation has been accounted for using the fair value method.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable, accrued expenses and
redeemable preferred stock. The carrying amount of cash and cash equivalents,
accounts receivable, accounts payable and accrued expenses approximate their
fair values at March 31, 1998 and 1999 because of the short-term maturities of
these financial instruments. Management believes that determining a fair value
for the Company's redeemable convertible preferred stock is impractical due to
the closely-held nature of these instruments.

NOTE 3 -- COMPOSITION OF CERTAIN BALANCE SHEET COMPONENTS (IN THOUSANDS)

<TABLE>
<CAPTION>
MARCH 31,
-----------
1998 1999
---- ----
<S> <C> <C>
Accounts receivable, net consists of the following:
Accounts receivable....................................... $339 $379
Allowance for doubtful accounts........................... -- (37)
---- ----
$339 $342
==== ====
Furniture and equipment, net consists of the following:
Computer equipment and software........................... $313 $423
Furniture, fixtures and office equipment.................. 66 88
---- ----
379 511
Less accumulated depreciation............................. (245) (210)
---- ----
$134 $301
==== ====
Accrued expenses consist of the following:
Salaries and benefits..................................... $125 $120
Professional fees and services............................ 81 272
Accrued stock issuance costs.............................. 138 --
Accrued royalties and commissions......................... 243 320
Other..................................................... -- 143
---- ----
$587 $855
==== ====
</TABLE>

NOTE 4 -- REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

RESTATEMENT OF CERTIFICATE OF INCORPORATION

On February 23, 1998, the Company restated its certificate of incorporation
to create an additional class of preferred stock entitled Series B Preferred
stock. This restatement also amended the rights of the Series A Preferred Stock
and granted to the holders of Series A and Series B Preferred Stock the right to
redeem such stock after February 25, 2003 and before February 26, 2004. As a
result of this restatement, the Series A Preferred Stock, which did not
previously contain redemption features, has been reclassified in the
accompanying financial statements to a redeemable preferred stock classification
outside of stockholders' equity on a retroactive basis for all periods
presented.

F-42
<PAGE> 107
UNIVERSITY NETCASTING, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Since certain issuances of Preferred Stock had been previously issued at a
discount from their redemption values, this discount is being accreted by a
charge to retained earnings (accumulated deficit) using the interest method. The
discount is accreted over the period from the later of: 1) the date of issuance
of the Preferred Stock or 2) the date of the restatement of the certificate of
incorporation, through the earliest date the preferred stock may be redeemed
(February 26, 2003).

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Series A Preferred Stock and Series B Preferred Stock (Preferred Stock) are
redeemable and convertible at the option of the holder. Series A Preferred Stock
is redeemable at $1.00 per share plus declared but unpaid dividends and Series B
Preferred Stock is redeemable at $0.75 per share plus declared but unpaid
dividends, from February 26, 2003 through February 25, 2004. The Company is
accreting the carrying value to the redemption amount using the effective
interest method over the period from original issuance to the earliest
redemption date.

Preferred Stock is convertible at any time into common stock at a
conversion rate determined by dividing the original Preferred Stock issue price
by the conversion price at the time of issuance, subject to adjustment for
conversions, splits and other adjustments as set forth in the certificate of
incorporation. In addition, the Preferred Stock is convertible into common stock
if the Company consummates an initial public offering of its common stock.

Series A and B Preferred Stock have no stated dividend rates. The holders
shall be entitled to dividends as declared by the Company's Board of Directors.
If dividends are declared, holders of Series B Preferred Stock are entitled to
receive dividends at a rate of $0.06 per share annually prior to the declaration
or payment of any dividends to both the holders of Series A Preferred Stock and
common stock. If dividends are declared, holders of Series A Preferred Stock are
entitled to receive dividends at a rate of $0.08 per share annually prior to
declaration or payment of dividends to any holders of common stock. Each share
of Preferred Stock is entitled to the number of votes equal to the number of
common shares into which such shares of Preferred Stock are convertible.

OPTION TO PURCHASE PREFERRED STOCK

The President of the Company has an irrevocable right for six years through
September 2000 to purchase shares from certain stockholders (a combined
aggregate of 462,300 shares of Preferred Stock) at a price of $1.18 per share
(with the price escalating 10% per annum for the first three years of the
agreement, and 14% per annum thereafter).

PREFERRED STOCK ISSUED IN EXCHANGE FOR NOTES AND INTEREST PAYABLE

During the year ended March 31, 1998, the Company received $1,060,000 from
certain of its stockholders in exchange for the issuance of stockholder notes
payable and detachable warrants. The notes were valued at $939,000 and were
convertible into 1,413,333 shares of Series B Preferred Stock at $0.75 per
share. The detachable warrants, which were estimated by management to have a
fair value of $121,000 based upon application of the Black-Scholes option
pricing model, contained rights to purchase 282,667 shares of Series B Preferred
Stock at $0.75 per share. The notes, including accrued interest payable, were
effectively repaid through a cash payment of $250,000 plus the issuance of
1,094,837 shares at $0.75 per share. The $121,000 discount to the notes payable
was fully accreted by a charge to interest expense prior to conversion. The
aforementioned warrants to purchase shares of Series B Preferred Stock remain
outstanding at March 31, 1999, expires in February 2003 and the Company has
reserved 282,667 shares of Series B Preferred Stock to be issued if and when the
warrants are exercised.

F-43
<PAGE> 108
UNIVERSITY NETCASTING, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

SALE OF PREFERRED STOCK

During the year ended March 31, 1998, the Company issued 5,666,667 shares
of Series B Preferred Stock for aggregate proceeds of $3,983,000, net of
issuance costs totaling $267,000 including the fair value of warrants to
purchase 169,560 shares of Series B Preferred Stock at $.75 per share which were
issued to a service provider in connection with the transaction. The fair value
of such warrants was estimated by management to be $73,000 based upon
application of the Black-Scholes option pricing model. Such warrants remain
outstanding at March 31, 1999, expire in February 2003 and the Company has
reserved 169,560 shares of Series B Preferred Stock to be issued if and when the
warrants are exercised. During the year ended March 31, 1998, the Company also
issued 1,006,745 shares of Series A Preferred Stock for aggregate proceeds of
$625,000.

During the year ended March 31, 1999, the Company issued 2,666,668 shares
of Series B Preferred Stock for aggregate proceeds of $2,000,000.

PREFERRED STOCK ISSUED IN CONNECTION WITH CONSULTING ARRANGEMENTS

During the year ended March 31, 1998 and 1999, an aggregate of 677,465 and
297,173 shares, respectively, of Series A Preferred Stock, valued $1.00 per
share, was earned by certain consultants to the Company in exchange for services
provided by such consultants (Note 8).

NOTE 5 -- STOCK OPTION PLANS

1995 STOCK OPTION PLAN

In 1995, the Board of Directors of Stella adopted the 1995 Stock Option
Plan (the 1995 Plan) authorizing the issuance of incentive and non-qualified
options and Stella common stock (Stock) to select employees and non-employees.
Options granted under the 1995 Plan expire in ten years or less. The vesting
terms were set by the 1995 Plan's administrator, and were generally established
with monthly vesting over periods of four years, including cliff vesting at the
end of the first year of 25%.

After the Merger, each outstanding stock option to acquire Stella common
stock under the 1995 Plan was converted into an option to acquire 4.623 shares
of Series A Preferred Stock. In connection with the Merger, the Company reserved
273,297 shares of Series A Preferred Stock for issuance under the 1995 Plan.

The following is a summary of the activity related to the 1995 Plan (Series
A Preferred shares after conversion) for the years ended March 31:

<TABLE>
<CAPTION>
1998 1999
-------------------- --------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
OPTIONS OUTSTANDING OPTIONS PRICE OPTIONS PRICE
- ------------------- ------- -------- ------- --------
<S> <C> <C> <C> <C>
Beginning of year................................. 244,413 $0.13 221,297 $0.13
Expired and forfeited........................... (23,116) $0.13 (27,131) $0.03
-------- --------
End of year....................................... 221,297 $0.13 194,166 $0.15
======== ========
Exercisable at end of year........................ 159,100 $0.13 180,601 $0.15
======== ========
</TABLE>

F-44
<PAGE> 109
UNIVERSITY NETCASTING, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes information about stock options to acquire
Series A Preferred Stock at March 31, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------------- ---------------------------------
NUMBER WEIGHTED- WEIGHTED- NUMBER WEIGHTED-
OUTSTANDING AVERAGE AVERAGE EXERCISABLE AVERAGE
AS OF REMAINING EXERCISE AS OF EXERCISE
MARCH 31, 1999 LIFE (YEARS) PRICE MARCH 31, 1999 PRICE
-------------- ------------ --------- -------------- ---------
<S> <C> <C> <C> <C> <C>
92,460 6.2 $0.11 87,900 $0.11
101,706 6.4 $0.18 92,701 $0.18
------- -------
194,166 6.3 $0.15 180,601 $0.15
======= =======
</TABLE>

1996 STOCK OPTION PLAN

In 1996, the Board of Directors of the Company adopted the 1996 Stock
Option Plan (the 1996 Plan) whereby 655,220 shares of common stock have been
reserved for the issuance of incentive and non-qualified stock to eligible
employees. Options granted under the 1996 Plan expire in ten years or less. The
vesting terms are set by the 1996 Plan's administrator, and are generally
established with monthly vesting over a four-year period and cliff vesting at
the end of the first year of 25%.

The following is a summary of the activity related to the 1996 Plan for the
years ended March 31:

<TABLE>
<CAPTION>
1998 1999
--------------------- ----------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
OPTIONS OUTSTANDING OPTIONS PRICE OPTIONS PRICE
- ------------------- ------- -------- ------- --------
<S> <C> <C> <C> <C>
Beginning of year............................. 353,000 $0.20
Granted.................................. 381,000 $0.20 910,000 $0.15
Exercised................................ (32,037) $0.20
Expired and/or forfeited................. (28,000) $0.20 (298,724) $0.18
------- --------
End of year................................... 353,000 $0.20 932,239 $0.16
======= ========
Exercisable at end of year.................... 127,812 $0.20 370,696 $0.17
======= ========
</TABLE>

The following table summarizes information about stock options to acquire
common stock at March 31, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------------- ---------------------------------
NUMBER WEIGHTED- WEIGHTED- NUMBER WEIGHTED-
OUTSTANDING AVERAGE AVERAGE EXERCISABLE AVERAGE
AS OF REMAINING EXERCISE AS OF EXERCISE
MARCH 31, 1999 LIFE (YEARS) PRICE MARCH 31, 1999 PRICE
-------------- ------------ --------- -------------- ---------
<S> <C> <C> <C> <C> <C>
745,800 8.6 $0.15 259,569 $0.15
186,439 7.6 $0.20 111,127 $0.20
------- -------
932,239 7.8 $0.16 370,696 $0.17
======= =======
</TABLE>

FAIR VALUE DISCLOSURE

The weighted average fair value of options granted during the year ended
March 31, 1999 was $0.06.

Pro forma information regarding net income is required to be disclosed in
accordance with Financial Accounting Standards Board Statement No. 123
"Accounting for Stock Based Compensation" (SFAS No. 123), and has been
determined as if the Company has accounted for its employee stock options at the
date of grant using the minimal value pricing model with the following weighted
average assumptions for

F-45
<PAGE> 110
UNIVERSITY NETCASTING, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

each of the three years ended March 31, 1999: risk free interest rate of 5.5%,
dividend yield of 0%, and weighted average life of the options of 7.1 and 7.9
years for the years ended March 31, 1998 and 1999, respectively.

Had compensation cost for the Company's options issued to employees been
determined based on the fair value at the grant date of the awards consistent
with SFAS No. 123, the Company's pro forma results from operations for the years
ended March 31 would have been as follows (in thousands):

<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
Net loss
As reported............................................ $(3,676) $(5,421)
Pro forma.............................................. (3,682) (5,435)
</TABLE>

NOTE 6 -- INCOME TAXES

No current benefit for federal or state income taxes has been recorded due
to a net loss being recognized for income tax purposes. Further, no deferred
income tax benefit has been provided as deferred tax assets have been fully
reserved.

The components of deferred income taxes are as follows (in thousands):

<TABLE>
<CAPTION>
MARCH 31,
------------------
1998 1999
------- -------
<S> <C> <C>
Deferred tax assets:
Start-up costs......................................... $ 257 $ 154
Net operating loss carryforwards....................... 3,028 4,982
Other.................................................. 45 65
------- -------
3,330 5,201
Valuation allowance.................................... (3,330) (5,201)
------- -------
$ -- $ --
======= =======
</TABLE>

At March 31, 1999, the Company has federal and state net operating loss
carryforwards for income tax purposes of approximately $13,182,000 and
$8,576,000, respectively. Federal net operating loss carryforwards will begin to
expire in 2012. State net operating loss carryforwards expire beginning in 2004.

The Internal Revenue Code imposes limitations on the future availability of
net operating loss and tax credit carryforwards, including annual limitations on
the amount of the carryforwards which could be utilized following substantial
changes in a company's ownership.

NOTE 7 -- COMMITMENTS

OPERATING LEASES

The Company leases its office space under an operating leases expiring
January 31, 2001. At March 31, 1999, future minimum lease commitments under
these agreements are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING MINIMUM
MARCH 31, PAYMENTS
- ----------- --------
<S> <C>
2000...................................................... $142
2001...................................................... 121
----
Total minimum lease payments................................ $263
====
</TABLE>

Rent expense was $96,000 and $192,000 for the years ended March 31, 1998
and 1999, respectively.

F-46
<PAGE> 111
UNIVERSITY NETCASTING, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 8 -- RELATED PARTY TRANSACTIONS

CONSULTING SERVICES PROVIDED BY A CORPORATION

During the year ended March 31, 1997, the Company and another corporation,
which is a stockholder of the Company, entered into services agreements, whereby
the corporation is to provide product development services related to University
Netcasting's internet product and network, as well as general business
consulting services. Product development services were not to exceed $500,000
(this amount was increased to $750,000 during the year ended March 31, 1998)
over a two-year period ending August 26, 1998. All services were provided prior
to the expiration of the agreement and an additional $105,000 of product
development costs were incurred through March 31, 1999. At March 31, 1999
$80,000 was payable for the product development services provided. Business
consulting services are not to exceed $750,000 over a three-year period ending
August 27, 1999 of which $642,000 in services had been provided through March
31, 1999. These business consulting services are earned at a rate of $20,000 per
month in year 1, $21,000 per month in year 2 and $21,500 per month in year 3.
Payment for these services are to be made in shares of Series A Preferred Stock
valued at $1.00 per share. For the years ended March 31, 1998 and 1999, the
Company recognized $554,000 and $255,000, respectively, of expense related to
these agreements.

SERVICES PROVIDED BY INDIVIDUALS

During the year ended March 31, 1997, the Company entered into a service
agreement with two individuals who are stockholders of the Company, whereby
these individuals are to provide services in the area of merchandising, defining
and managing relationships with various sports and apparel manufacturers, and
assisting the Company in retailing efforts over a two-year period ending August
26, 1998, in exchange for 200,000 shares of Series A Preferred Stock valued at
$1.00 per share. For the years ended March 31, 1998 and 1999, the Company
recognized $100,000 and $42,000, respectively, of expense related to this
agreement.

F-47
<PAGE> 112

UNAUDITED PRO FORMA COMBINED
FINANCIAL INFORMATION

The following unaudited pro forma combined information assumes a business
combination between Student Advantage, Inc. ("Student Advantage") and University
Netcasting, Inc., ("University Netcasting") accounted for on a pooling of
interests basis and are based on the respective historical financial statements
and the notes thereto, which are included in this registration statement. The
unaudited pro forma combined balance sheet gives effect to the combination as if
it had occurred on March 31, 1999 and combines Student Advantage's March 31,
1999 unaudited balance sheet with University Netcasting's March 31, 1999 balance
sheet. The unaudited pro forma statements of operations give effect to the
merger as if it had occurred at the beginning of the earliest period presented.
The unaudited pro forma combined statements of operations for the years ended
December 31, 1996, 1997 and 1998 combine Student Advantage's historical results
for each of the three years ended December 31, 1996, 1997 and 1998 with
University Netcasting's historical statement of operations for each of the three
fiscal years ended March 31, 1997, 1998 and 1999, respectively. The unaudited
pro forma combined statements of operations for the three months ended March 31,
1999 combine Student Advantages unaudited historical results for the three
months ended March 31, 1999 with University Netcasting's unaudited historical
statement of operations for the three months ended March 31, 1999. Accordingly,
University Netcasting historical statements of operations for the three months
ended March 31, 1999 have been included in the unaudited pro forma combined
statement of operations for both the fiscal year ended December 31, 1998 and the
three months ended March 31, 1999.

The pro forma information is presented for illustrative purposes only and
is not necessarily indicative of the operating results or financial position
that would have occurred had the merger been consummated at the beginning of the
periods presented, nor is it necessarily indicative of future operating results
or financial position.

These pro forma financial statements are based on, and should be read in
conjunction with, the historical financial statements and the related notes
thereto of Student Advantage and University Netcasting, included in this
registration statement.

F-48
<PAGE> 113

PRO FORMA COMBINED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
STUDENT UNIVERSITY
ADVANTAGE, INC. NETCASTING, INC.
MARCH 31, MARCH 31, PRO FORMA PRO FORMA
1999 1999 ADJUSTMENTS COMBINED
--------------- ---------------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.............................. $ 3,491 $ 1,092 $ -- $ 4,583
Accounts receivable, net............................... 2,026 342 -- 2,368
Prepaid expenses and other current assets.............. 560 16 -- 576
-------- -------- ------ --------
Total current assets............................... 6,077 1,450 -- 7,527
Property and equipment, net............................ 1,261 301 -- 1,562
Intangible assets, (net) and other assets.............. 441 20 -- 461
-------- -------- ------ --------
Total Assets....................................... $ 7,779 $ 1,771 $ -- $ 9,550
======== ======== ====== ========

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
Borrowings under line of credit........................ $ 1,000 $ -- $ -- $ 1,000
Accounts payable....................................... 1,455 325 -- 1,780
Accrued compensation................................... 1,007 120 -- 1,127
Other accrued expenses................................. 1,303 735 1,000 3,038
Deferred revenue....................................... 5,455 398 -- 5,853
-------- -------- ------ --------
Total current liabilities.......................... 10,220 1,578 1,000 12,798

Student Advantage, Inc. Series A convertible preferred
stock.................................................. 10,196 -- -- 10,196
University Netcasting, Inc. Series A convertible
preferred stock........................................ -- 8,039 (8,039) --
University Netcasting, Inc. Series B convertible
preferred stock........................................ -- 6,858 (6,858) --
University Netcasting, Inc. Warrants, preferred series
B...................................................... -- 194 (194) --

Commitment and contingencies

Stockholders' deficit:
Common stock........................................... 184 6 210 400
Additional paid in capital............................. 4,959 -- 14,881 19,840
Accumulated deficit.................................... (13,832) (14,904) (1,000) (29,736)
Treasury stock (at cost)............................... (630) -- -- (630)
Deferred Compensation.................................. (3,318) -- -- (3,318)
-------- -------- ------ --------
Total stockholders' deficit........................ (12,637) (14,898) 14,091 (13,444)
Total liabilities, redeemable convertible preferred
stock and stockholder's deficit.................. $ 7,779 $ 1,771 $ -- $ 9,550
======== ======== ====== ========
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-49
<PAGE> 114

PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
UNIVERSITY
STUDENT NETCASTING, PRO FORMA
ADVANTAGE, INC. INC. COMBINED
--------------- ----------- ---------
<S> <C> <C> <C>
Revenue
Subscription........................................ $ 1,093 $ -- $ 1,093
Other............................................... 637 108 745
------- ------- -------
Total revenue.................................. 1,730 108 1,838
Costs and Expenses
Cost of subscription revenue........................ 543 -- 543
Cost of other revenue............................... 506 64 570
Product development................................. 507 1,009 1,516
Sales and marketing................................. 356 180 536
General and administrative.......................... 437 771 1,208
Depreciation and amortization....................... 37 70 107
------- ------- -------
Total costs and expenses....................... 2,386 2,094 4,480
Loss from operations.................................. (656) (1,986) (2,642)
------- ------- -------
Interest income (expense), net........................ (1) 5 4
Net loss.............................................. $ (657) $(1,981) $(2,638)
======= ======= =======
Pro forma basic and diluted net loss per share........ $ (0.05) $ (9.92) $ (0.18)
======= ======= =======
Shares used in computing pro forma basic and diluted
net loss per share.................................. 14,184 200 14,384
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-50
<PAGE> 115

PRO FORMA COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

YEAR ENDED DECEMBER 31, 1997

Costs and Expenses
Cost of subscription revenue.......................... 2,628 -- 2,628
Cost of other revenue................................. 309 393 702
Product development................................... 1,469 1,784 3,523
Sales and marketing................................... 843 1,062 1,905
General and administrative............................ 1,485 1,242 2,727
Depreciation and amortization......................... 239 112 351
------- ------- -------
Total costs and expenses...................... 6,973 4,593 11,566
Loss from operations.................................... (3,181) (3,570) (6,751)
Interest income (expense), net.......................... 29 (106) (77)
Net loss................................................ $(3,152) $(3,676) $(6,828)
======= ======= =======
Pro forma basic and diluted net loss per share.......... $ (0.21) $ (8.66) $ (0.43)
======= ======= =======

Shares used in computing pro forma basic and diluted net
loss per share........................................ 15,295 425 15,720
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-51
<PAGE> 116

PRO FORMA COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
UNIVERSITY
STUDENT NETCASTING, PRO FORMA
ADVANTAGE, INC. INC. COMBINED
--------------- ----------- ---------
<S> <C> <C> <C>
Revenue
Subscription....................................... $ 7,174 $ -- $ 7,174
Other.............................................. 10,269 1,917 12,186
------- ------- --------
Total revenue................................. 17,443 1,917 19,360
Costs and Expenses
Cost of subscription revenue....................... 2,442 -- 2,442
Cost of other revenue.............................. 7,331 536 7,867
Product development................................ 2,588 2,360 4,948
Sales and marketing................................ 4,717 2,596 7,313
General and administrative......................... 3,647 1,837 5,484
Depreciation and amortization...................... 1,027 128 1,155
Stock-based compensation........................... 808 -- 808
------- ------- --------
Total costs and expenses...................... 22,560 7,457 30,017
Loss from operations................................. (5,117) (5,540) (10,657)
------- ------- --------
Interest income (expense), net....................... 2 119 121
Net loss............................................. $(5,115) $(5,421) $(10,536)
======= ======= ========
Pro forma basic and diluted net loss per share....... $ (0.32) $ (7.78) $ (0.63)
======= ======= ========
Shares used in computing pro forma basic and diluted
net loss per share................................. 15,957 696 16,653
======= ======= ========
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-52
<PAGE> 117

PRO FORMA COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
UNIVERSITY
STUDENT NETCASTING, PRO FORMA
ADVANTAGE, INC. INC. COMBINED
--------------- ----------- ---------
<S> <C> <C> <C>
Revenue
Subscription.......................................... $ 1,668 $ -- $ 1,668
Other................................................. 2,557 682 3,239
------- ------- -------
Total revenue.................................... 4,225 682 4,907
------- ------- -------
Costs and Expenses
Cost of subscription revenue.......................... 320 -- 320
Cost of other revenue................................. 2,503 172 2,675
Product development................................... 573 684 1,257
Sales and marketing................................... 1,366 754 2,120
General and administrative............................ 1,193 629 1,822
Depreciation and amortization......................... 268 102 370
Stock-based compensation.............................. 273 -- 273
------- ------- -------
Total costs and expenses......................... 6,496 2,341 8,837
Loss from operations.................................... (2,271) (1,659) (3,930)
Interest income (expense), net.......................... 62 12 74
Net loss................................................ $(2,209) $(1,647) $(3,856)
======= ======= =======
Pro forma basic and diluted net loss per share.......... $ (0.14) $ (2.36) $ (0.23)
======= ======= =======
Shares used in computing pro forma basic and diluted net
loss per share........................................ 16,143 696 16,839
======= ======= =======
</TABLE>

The accompanying notes are an integral part of these unaudited pro forma
combined financial statements.

F-53
<PAGE> 118

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

1) These unaudited pro forma combined financial statements give effect to
the merger as if it had occurred on the dates or at the beginning of the periods
presented (as applicable), reflecting the issuance of .0117 shares of Student
Advantage, Inc. common stock for each share of University Netcasting, Inc.
common stock, and .04135 and .03393 shares of Student Advantage, Inc. common
stock for each share of University Netcasting, Inc. Series A and B preferred
stock, respectively. Additionally at the effective time, all outstanding
warrants to purchase shares of University Netcasting, Inc. Series B preferred
stock will convert into shares of University Netcasting, Inc. Series B preferred
stock, each of which shares will then be exchanged for .03393 shares of Student
Advantage, Inc. common stock. All options to purchase shares of University
Netcasting, Inc. Series A preferred stock and common stock will be exchanged for
options to purchase .04135 and .0117 shares of Student Advantage, Inc. common
stock, respectively. At March 31, 1999, there were warrants to purchase 452,228
shares of University Netcasting, Inc. Series B preferred stock outstanding and
options to purchase 194,166 and 1,106,439 shares of University Netcasting, Inc.
Series A preferred stock and common stock outstanding, respectively.

The unaudited pro forma combined balance sheet gives effect to the
combination as if it had occurred on March 31, 1999 and combines Student
Advantage's March 31, 1999 unaudited balance sheet with University Netcasting's
March 31, 1999 balance sheet. The unaudited pro forma statements of operations
give effect to the merger as if it had occurred at the beginning of the earliest
period presented. The unaudited pro forma combined statements of operations for
the years ended December 31, 1996, 1997 and 1998 combine Student Advantage's
historical results for each of the three years ended December 31, 1996, 1997 and
1998 with University Netcasting's historical statement of operations for each of
the three fiscal years ended March 31, 1997, 1998 and 1999, respectively. The
unaudited pro forma combined statements of operations for the three months ended
March 31, 1999 combine Student Advantages unaudited historical results for the
three months ended March 31, 1999 with University Netcasting's unaudited
historical statement of operations for the three months ended March 31, 1999.
Accordingly, University Netcasting historical statements of operations for the
three months ended March 31, 1999 have been included in the unaudited pro forma
combined statement of operations for both the fiscal year ended December 31,
1998 and the three months ended March 31, 1999.

2) The adjustments to the unaudited pro forma combined balance sheet give
effect to merger-related expenses totaling approximately $1,000,000, such
expenses include investment advisory fees, legal and accounting expenses and
other transaction costs. The unaudited pro forma combined statements of
operations do not reflect these non-recurring charges, which Student Advantage
anticipates will be recorded in the period the merger is consummated.

3) The pro forma combined per share amounts in the unaudited pro forma
combined statements of operations are based upon the aggregate of (1) the
historical weighted average number of shares of common stock and dilutive common
stock equivalents of Student Advantage outstanding during each period presented
and (2) the shares of Student Advantage common stock to be issued in connection
with the merger, based on the equivalent weighted average shares and dilutive
common share equivalents of University Netcasting outstanding during the periods
presented.

4) Certain financial statement balances of University Netcasting have been
reclassified to conform with Student Advantage's financial statement
presentation.

5) There were no material differences between the accounting policies of
Student Advantage and University Netcasting.

F-54
<PAGE> 119

[This Page Intentionally Left Blank]
<PAGE> 120

[This Page Intentionally Left Blank]
<PAGE> 121
The Student Advantage logo is at the top of the page and the heading
"Student Advantage" is centered beneath the logo. Beneath the heading is the
text "A leading resource and advocate for students, creating access for
businesses by working with universities." Centered below the heading is a larger
version of the Student Advantage logo with arrows pointing out of the top, left
and right sides of the logo. The arrow on the left side points to a photo of a
student with the heading "Universities" and the text "Students at over 3,000
colleges and universities are members of the Student Advantage program" below
the photo. The arrow on the top points to a photo of a group of students with
the heading "Students" and the text "A community of over 1,000,000 student
members receive a variety of services and benefits, including ongoing discounts
on products and services" above the photo. The arrow on the right points to a
photo of a store front with the heading "Businesses" and the text "Over 40
national sponsors and 12,000 sponsors in 115 local markets" below it.

<PAGE> 122

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[STUDENT ADVANTAGE LOGO]

UNTIL , 1999 (25 DAYS AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS THAT BUY, SELL OR TRADE OUR COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS REQUIREMENT IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 123

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses, in connection with the
sale and distribution of the securities being registered. All amounts shown are
estimates except for the Securities and Exchange Commission registration fee,
the Nasdaq National Market listing fee and the NASD filing fee.

<TABLE>
<CAPTION>
<S> <C>
SEC registration fee........................................ $ 23,019
NASD filing fee............................................. 8,780
Nasdaq National Market listing fee.......................... 95,000
Blue Sky fees and expenses.................................. 10,000
Transfer Agent and Registrar fees........................... 15,000
Accounting fees and expenses................................ 315,000
Legal fees and expenses..................................... 350,000
Printing and mailing expenses............................... 175,000
Miscellaneous............................................... 108,201
----------
Total............................................. $1,100,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.

Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right of
the Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless the Court of Chancery of Delaware determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, unless it is determined that he did not
act in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and, with respect to any
criminal action or proceeding had reasonable cause to believe that his conduct
was unlawful, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

II-1
<PAGE> 124

Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

The Registrant has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Registrant's
Amended and Restated Certificate of Incorporation. These agreements, among other
things, indemnify the Registrant's directors and officers for certain expenses
(including attorneys' fees and associated legal expenses), judgments, fines and
amounts paid in settlement amounts, actually and reasonably incurred by any such
person's services as a director or officer of the Registrant or any other
company or enterprise to which the person provides services at the request of
the Registrant, if such officer or director acted in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to the best
interests of the Registrant and with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful.

Under Section 7 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and officers of
the Registrant against certain liabilities, including liabilities under the
Securities Act. Reference is made to the form of Underwriting Agreement filed as
Exhibit 1 hereto.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth in chronological order is information regarding shares of common
stock issued and options granted by the Registrant since March 1996. Further
included is the consideration, if any, received by the Registrant for such
shares, warrants and options and information relating to the section of the
Securities Act of 1933, as amended (the "Securities Act"), or rule of the
Securities and Exchange Commission under which exemption from registration was
claimed.

(a) Issuances of Capital Stock.

1. In February 1996, Student Advantage LLC issued 111 membership units of
the predecessor LLC to David Liniado in connection with the purchase of
certain assets from David M. Liniado d/b/a DML Enterprises.

II-2
<PAGE> 125

2. In March 1996, Student Advantage LLC sold 2,479 membership units in the
predecessor LLC to Princeton Review Publishing, L.L.C. for $250,000.

3. In January 1997, Mr. Sozzi exercised options to purchase 870 membership
units of Student Advantage LLC for $87,818.

4. In April 1997, Student Advantage LLC issued 239 membership units to Mr.
Liniado in satisfaction of obligations under an asset purchase
agreement.

5. In April 1997, Student Advantage LLC issued 200 membership units to Ms.
Abegglen in satisfaction of a $24,000 note.

6. In December 1997, Student Advantage LLC issued 270 membership units to
The Main Quad, Inc. in connection with an asset purchase agreement. In
October 1998, Student Advantage issued an additional 480 membership
units in satisfaction of obligations under an ancillary agreement to
such asset purchase agreement.

7. In January 1998, Ms. Abegglen exercised options to purchase 350
membership units of Student Advantage LLC for $164,914.

8. On October 20, 1998, in connection with the recapitalization of Student
Advantage LLC, Student Advantage, Inc. issued a total of 16,133,892
shares of common stock and 1,497,036 shares of Series A Convertible
Preferred Stock (convertible into 4,491,108 shares of common stock) in
exchange for LLC membership units.

9. On October 20, 1998, the Registrant sold an aggregate of 1,250,000
shares of Series A Convertible Preferred Stock (convertible into
3,750,000 shares of common stock) to Greylock IX Limited Partnership and
Marc Turtletaub for an aggregate of $10.0 million.

(b) Certain Grants and Exercises of Stock Options. The Registrant's 1998
Stock Incentive Plan and the 1998 California Stock Incentive Plan were adopted
by the Board of Directors and approved by the stockholders of the Registrant on
December 10, 1998. As of April 30, 1999, options to purchase 122,061 shares of
common stock had been exercised for a consideration of $40,687 under the
Registrant's 1998 Stock Incentive Plan and options to purchase an aggregate of
2,237,736 shares of common stock were outstanding under the Registrant's 1998
Stock Incentive Plan and 1998 California Stock Incentive Plan.

The securities issued in the foregoing transactions were either (i) offered
and sold in reliance upon exemptions from Securities Act registration set forth
in Sections 3(b) and 4(2) of the Securities Act, or any regulations promulgated
thereunder, relating to sales by an issuer not involving any public offering, or
(ii) in the case of certain options to purchase shares of common stock and
shares of common stock issued upon the exercise of such options, such offers and
sales were made in reliance upon an exemption from registration under Rule 701
of the Securities Act. No underwriters were involved in the foregoing sales of
securities.

II-3
<PAGE> 126

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
1 Form of Underwriting Agreement.
2.1 Agreement and Plan of Merger, dated as of May 7, 1999, among
Student Advantage, Inc., SA Acquisition I, Inc. and
University Netcasting, Inc.*
3.1 Certificate of Incorporation of the Registrant, as amended.*
3.2 Amended and Restated Certificate of Incorporation of the
Registrant, to be effective upon the closing of this
offering.*
3.3 Restated Bylaws of the Registrant, as amended.*
3.4 Amended and Restated By-Laws of the Registrant, to be
effective upon the closing of this offering.*
3.5 Certificate of Amendment of Certificate of Incorporation of
the Registrant, to be effective prior to the closing of this
offering.*
4.1 Specimen certificate for shares of common stock.*
5 Opinion of Hale and Dorr LLP.
10.1 1998 Stock Incentive Plan, including form of stock option
agreement for incentive stock option.*
10.2 1999 Employee Stock Purchase Plan.*
10.3 Loan and Security Agreement between USTrust Bank and the
Registrant, dated March 31, 1999.*
10.4 Form of Indemnification Agreement between the Registrant and
each of its directors and officers.*
10.5 Investor Rights Agreement, dated as of October 20, 1998,
among the Registrant and certain stockholders.*
10.6 Employment Agreement, dated March 25, 1996, between the
Registrant and Raymond V. Sozzi, Jr., as amended by First
Amendment to Employment Agreement, dated as of October 20,
1998.*
10.7 Agreement, effective as of February 1, 1997, between AT&T
Communications, Inc. and the Registrant.+
10.8 Marketing Agreement, effective February 1, 1998, between
AT&T Corp. and the Registrant.+
10.9 Notice of AT&T's Election to Extend Agreements, dated July
14, 1998.*
10.10 Leases for premises at 280 Summer Street, Boston,
Massachusetts.*
10.11 Investment Agreement, dated March 25, 1996, between the
Registrant and Princeton Review Publishing, L.L.C.*
10.12 Letter Agreement, dated September 8, 1997, between the
Registrant and Princeton Review Publishing, L.L.C.*
10.13 Letter Agreement, dated October 20, 1998, between the
Registrant and Princeton Review Publishing, L.L.C.*
10.14 Mailing and Fulfillment Services Agreement, dated August 8,
1996, between the Registrant and Aero Fulfillment Services.*
10.15 Promissory Note (Equipment) to USTrust dated March 31,
1999.*
10.16 Master Note to USTrust Bank March 31, 1999.*
10.17 Letter Agreement, dated May 3, 1999, between the Registrant
and Ronald J. Kos.*
10.18 Letter Agreement, dated May 20, 1999, between AT&T
Communications, Inc. and the Registrant.+
11.1 Statement re: Computation of net loss per share and
unaudited pro forma net loss per share.*
21 Subsidiaries of the Registrant.*
23.1 Consent of PricewaterhouseCoopers LLP (Student Advantage,
Inc.)
23.2 Consent of PricewaterhouseCoopers LLP (Collegiate Advantage,
Inc.)
23.3 Consent of PricewaterhouseCoopers LLP (The Main Quad, Inc.)
23.4 Consent of PricewaterhouseCoopers LLP (University
Netcasting, Inc.)
23.5 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included on page II-6).
27 Financial Data Schedule.*
</TABLE>

- ---------------

* Previously filed.

+ Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.

II-4
<PAGE> 127

(b) FINANCIAL STATEMENT SCHEDULES

All schedules have been omitted because they are not required or because
the required information is given in the Registrant's Financial Statements or
Notes thereto.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Amended and Restated
Certificate of Incorporation of the Registrant and the laws of the State of
Delaware, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 128

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Boston,
Massachusetts, on this 24th day of May, 1999.

STUDENT ADVANTAGE, INC.

By: /s/ RAYMOND V. SOZZI, JR.
------------------------------------
Raymond V. Sozzi, Jr.
Chairman of the Board, President
and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Student Advantage, Inc.,
hereby severally constitute and appoint Raymond V. Sozzi, Jr., Christopher B.
Andrews and Mark G. Borden, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-1 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and any subsequent Registration
Statement for the same offering which may be filed under Rule 462(b), and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Student Advantage, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto or to any subsequent
Registration Statement for the same offering which may be filed under Rule
462(b).

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RAYMOND V. SOZZI, JR. Chairman of the Board, President and May 24, 1999
- ------------------------------------- Chief Executive Officer
Raymond V. Sozzi, Jr.

/s/ CHRISTOPHER B. ANDREWS Vice President, Finance and May 24, 1999
- ------------------------------------- Administration, Treasurer and
Christopher B. Andrews Secretary (Principal Financial and
Accounting Officer)

* Director May 24, 1999
- -------------------------------------
William S. Kaiser

* Director May 24, 1999
- -------------------------------------
John Katzman

* Director May 24, 1999
- -------------------------------------
Marc Turtletaub

/s/ JOHN M. CONNOLLY Director May 24, 1999
- -------------------------------------
John M. Connolly

*By: /s/ RAYMOND V. SOZZI, JR.
--------------------------------
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 129

EXHIBIT INDEX

- ---------------

* Previously filed.

+ Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.

<PAGE> 1
Exhibit 1

Draft of May 1, 1999

UNDERWRITING AGREEMENT

(Date)

BancBoston Robertson Stephens Inc.
Prudential Securities Incorporated
Volpe Brown Whelan & Company, LLC
Wit Capital Corporation
As Representatives of the several Underwriters
c/o BancBoston Robertson Stephens Inc.
555 California Street, Suite 2600
San Francisco, CA 94104

Ladies and Gentlemen:

INTRODUCTORY. Student Advantage, Inc., a Delaware corporation
(the "Company"), proposes to issue and sell to the several underwriters named in
Schedule A (the "Underwriters") an aggregate of 6,000,000 shares (the "Firm
Shares") of its Common Stock, par value $.01 per share (the "Common Shares"). In
addition, the Company has granted to the Underwriters an option to purchase up
to an additional 900,000 Common Shares (the "Option Shares"), as provided in
Section 2. The Firm Shares and, if and to the extent such option is exercised,
the Option Shares are collectively called the "Shares". BancBoston Robertson
Stephens Inc., Prudential Securities Incorporated, Volpe Brown Whelan & Company,
LLC and Wit Capital Corporation have agreed to act as Representatives of the
several Underwriters (in such capacity, the "Representatives") in connection
with the offering and sale of the Common Shares.

The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-1
(File No. 333-75807), which contains a form of prospectus to be used in
connection with the public offering and sale of the Shares. Such registration
statement, as amended, including the financial statements, exhibits and
schedules thereto, in the form in which it was declared effective by the
Commission under the Securities Act of 1933 and the rules and regulations
promulgated thereunder (collectively, the "Securities Act"), including any
information deemed to be a part thereof at the time of effectiveness pursuant to
Rule 430A or Rule 434 under the Securities Act, is called the "Registration
Statement". Any registration statement filed by the Company pursuant to Rule
462(b) under the Securities Act is called the "Rule 462(b) Registration
Statement", and
<PAGE> 2
from and after the date and time of filing of the Rule 462(b) Registration
Statement the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. Such prospectus, in the form first used by the
Underwriters to confirm sales of the Shares, is called the "Prospectus";
provided, however, if the Company has, with the consent of BancBoston Robertson
Stephens Inc., elected to rely upon Rule 434 under the Securities Act, the term
"Prospectus" shall mean the Company's prospectus subject to completion (each, a
"preliminary prospectus") dated May __, 1999 (such preliminary prospectus is
called the "Rule 434 preliminary prospectus"), together with the applicable term
sheet (the "Term Sheet") prepared and filed by the Company with the Commission
under Rules 434 and 424(b) under the Securities Act and all references in this
Agreement to the date of the Prospectus shall mean the date of the Term Sheet.
All references in this Agreement to ((i)( the Registration Statement, the Rule
462(b) Registration Statement, a preliminary prospectus, the Prospectus or the
Term Sheet, or any amendments or supplements to any of the foregoing, shall
include any copy thereof filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System ("EDGAR").

The Company hereby confirms its agreements with the
Underwriters as follows:

SECTION 1. REPRESENTATIONS AND WARRANTIES .

The Company hereby represents, warrants and covenants to each Underwriter as
follows:

(a) Compliance with Registration Requirements. The Registration
Statement and any Rule 462(b) Registration Statement have been declared
effective by the Commission under the Securities Act. The Company has complied
to the Commission's satisfaction with all requests of the Commission for
additional or supplemental information. No stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement is in effect and no proceedings for such purpose have been instituted
or are pending or, to the best knowledge of the Company, are contemplated or
threatened by the Commission.

Each preliminary prospectus and the Prospectus when filed complied
in all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR (except as may be permitted by Regulation ST
under the Securities Act), was identical to the copy thereof delivered to the
Underwriters for use in connection with the offer and sale of the Shares. Each
of the Registration Statement, any Rule 462(b) Registration Statement and any
post-effective amendment thereto, at the time it became effective and at all
subsequent times, complied and will comply in all material respects with the
Securities Act and did not and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Prospectus, as
amended or supplemented, as of its date and at all subsequent times, did not and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
representations and warranties set forth in the two immediately preceding
sentences do not apply to statements in or omissions from the Registration
Statement, any Rule 462(b) Registration Statement, or any post-effective
amendment thereto, or the Prospectus,

- 2 -
<PAGE> 3
or any amendments or supplements thereto, made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company
in writing by the Representatives expressly for use therein. There are no
contracts or other documents required to be described in the Prospectus or to be
filed as exhibits to the Registration Statement which have not been described or
filed as required.

(b) Offering Materials Furnished to Underwriters. The Company has
delivered to the Representatives three complete conformed copies of the
Registration Statement and of each consent and certificate of experts filed as a
part thereof, and conformed copies of the Registration Statement (without
exhibits) and preliminary prospectuses and the Prospectus, as amended or
supplemented, in such quantities and at such places as the Representatives has
reasonably requested for each of the Underwriters.

(c) Distribution of Offering Material By the Company. The Company has
not distributed and will not distribute, prior to the later of the Second
Closing Date (as defined below) and the completion of the Underwriters'
distribution of the Shares, any offering material in connection with the
offering and sale of the Shares other than a preliminary prospectus, the
Prospectus or the Registration Statement.

(d) The Underwriting Agreement. This Agreement has been duly
authorized, executed and delivered by, and is a valid and binding agreement of,
the Company, enforceable in accordance with its terms, except as rights to
indemnification hereunder may be limited by applicable law and except as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

(e) Authorization of the Shares. The Shares to be purchased by the
Underwriters from the Company have been duly authorized for issuance and sale
pursuant to this Agreement and, when issued and delivered by the Company
pursuant to this Agreement, will be validly issued, fully paid and
nonassessable.

(f) Labor Matters. To the best of Company's knowledge, no labor
disturbance by the employees of the Company, its subsidiary or University
Netcasting, Inc. ("UNI") exists or is imminent.

(g) No Applicable Registration or Other Similar Rights. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement, except for such rights as have been
duly waived.

(h) No Material Adverse Change. Subsequent to the respective dates as
of which information is given in the Prospectus: (i) there has been no material
adverse change, or any development that could reasonably be expected to result
in a material adverse change, in the condition, financial or otherwise, or in
the earnings, business, operations or prospects, whether or not arising from
transactions in the ordinary course of business, of the Company, its subsidiary

- 3 -
<PAGE> 4
and UNI, considered as one entity (any such change or effect, where the context
so requires, is called a "Material Adverse Change" or a "Material Adverse
Effect"); (ii) the Company, its subsidiary and UNI, considered as one entity,
have not incurred any material liability or obligation, indirect, direct or
contingent, not in the ordinary course of business nor entered into any material
transaction or agreement not in the ordinary course of business; and (iii) there
has been no dividend or distribution of any kind declared, paid or made by the
Company on any class of capital stock or repurchase or redemption by the Company
or its subsidiary of any class of capital stock.

(i) Independent Accountants. PricewaterhouseCoopers LLP, who have
expressed their opinion with respect to the financial statements (which term as
used in this Agreement includes the related notes thereto) and supporting
schedules filed with the Commission as a part of the Registration Statement and
included in the Prospectus, are independent public or certified public
accountants as required by the Securities Act.

(j) Preparation of the Financial Statements. The financial statements
filed with the Commission as a part of the Registration Statement and included
in the Prospectus present fairly the consolidated financial position of the
Company, its subsidiary and UNI, or the companies acquired by the Company, as
the case may be, as of and at the dates indicated and the results of their
operations and cash flows for the periods specified. The supporting schedules
included in the Registration Statement present fairly the information required
to be stated therein. Such financial statements and supporting schedules have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved, except as may be
expressly stated in the related notes thereto. No other financial statements or
supporting schedules are required to be included in the Registration Statement.
The financial data set forth in the Prospectus under the captions
"Summary--Summary Selected Financial Data", "Selected Financial Data" and
"Capitalization" fairly present the information set forth therein on a basis
consistent with that of the financial statements contained in the Registration
Statement. The unaudited pro forma combined financial information and the
related notes thereto relating to the proposed business combination between the
Company and UNI included under the caption "Unaudited Pro Forma Combined
Financial Information" presents fairly the information contained therein, has
been prepared in accordance with the Commission's rules and guidelines with
respect to pro forma financial statements and has been properly presented on the
bases described therein, and the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect to
the transactions and circumstances referred to therein. No other pro forma
financial information is required to be included in the Registration Statement
pursuant to Regulation S-X.

(k) Company's Accounting System. The Company and its subsidiary
maintain a system of accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization; and (iv) the

- 4 -
<PAGE> 5
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(l) Subsidiaries of the Company. The Company does not own or control,
directly or indirectly, any corporation, association or other entity other than
Student Advantage, LLC.

(m) Incorporation and Good Standing of the Company and its Subsidiary.
Each of the Company and its subsidiary has been duly organized and is validly
existing as a corporation or limited liability company, as the case may be, in
good standing under the laws of the jurisdiction in which it is organized with
full corporate power and authority to own its properties and conduct its
business as described in the prospectus, and is duly qualified to do business as
a foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification.

(n) Capitalization of the Subsidiary. All the outstanding shares of
capital stock of each subsidiary have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except as otherwise set forth
in the Prospectus, all outstanding shares of capital stock of the subsidiary are
owned by the Company either directly or through wholly owned subsidiaries free
and clear of any security interests, claims, liens or encumbrances.

(o) No Prohibition on Subsidiaries from Paying Dividends or Making
Other Distributions. No subsidiary of the Company is currently prohibited,
directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such subsidiary's capital stock, from repaying to the
Company any loans or advances to such subsidiary from the Company or from
transferring any of such subsidiary's property or assets to the Company or any
other subsidiary of the Company, except as described in or contemplated by the
Prospectus.

(p) Capitalization and Other Capital Stock Matters. The authorized,
issued and outstanding capital stock of the Company is as set forth in the
Prospectus under the caption "Capitalization" (other than for subsequent
issuances, if any, pursuant to employee benefit plans described in the
Prospectus or upon exercise of outstanding options or warrants described in the
Prospectus). The Common Shares (including the Shares) conform in all material
respects to the description thereof contained in the Prospectus. All of the
issued and outstanding Common Shares have been duly authorized and validly
issued, are fully paid and nonassessable and have been issued in compliance with
federal and state securities laws. None of the outstanding Common Shares were
issued in violation of any preemptive rights, rights of first refusal or other
similar rights to subscribe for or purchase securities of the Company. There are
no authorized or outstanding options, warrants, preemptive rights, rights of
first refusal or other rights to purchase, or equity or debt securities
convertible into or exchangeable or exercisable for, any capital stock of the
Company or any of its subsidiaries other than those accurately described in the
Prospectus. The description of the Company's stock option, stock bonus and other
stock plans or arrangements, and the options or other rights granted thereunder,
set forth in the Prospectus accurately and fairly presents the information
required to be shown with respect to such plans, arrangements, options and
rights.

- 5 -
<PAGE> 6
(q) Stock Exchange Listing. The Shares have been approved for inclusion
on the Nasdaq National Market, subject only to official notice of issuance.

(r) No Consents, Approvals or Authorizations Required. No consent,
approval, authorization, filing with or order of any court or governmental
agency or regulatory body is required in connection with the transactions
contemplated herein, except such as have been obtained or made under the
Securities Act and such as may be required (i) under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Shares by
the Underwriters in the manner contemplated here and in the Prospectus, (ii) by
the National Association of Securities Dealers, LLC and (iii) by the federal and
provincial laws of Canada.

(s) Non-Contravention of Existing Instruments Agreements. Neither the
issue and sale of the Shares nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the terms hereof will
conflict with, result in a breach or violation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of
its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which the Company or any of its
subsidiaries is a party or bound or to which its or their property is subject or
(iii) any statute, law, rule, regulation, judgment, order or decree applicable
to the Company or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or any of its subsidiary or any of its properties.

(t) No Defaults or Violations. Neither the Company nor its subsidiary
is in violation or default of (i) any provision of its charter or by-laws, (ii)
the terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or
instrument to which it is a party or bound or to which its property is subject
or (iii) any statute, law, rule, regulation, judgment, order or decree of any
court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Company or such subsidiary or any
of its properties, as applicable, except any such violation or default which
would not, singly or in the aggregate, result in a Material Adverse Change
except as otherwise disclosed in the Prospectus.

(u) No Actions, Suits or Proceedings. No action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator
involving the Company or its subsidiary or its property is pending or, to the
best knowledge of the Company, threatened that (i) could reasonably be expected
to have a Material Adverse Effect on the performance of this Agreement or the
consummation of any of the transactions contemplated hereby or (ii) could
reasonably be expected to result in a Material Adverse Effect.

(v) All Necessary Permits, Etc. The Company and its subsidiary each
possess such valid and current certificates, authorizations or permits issued by
the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct their respective businesses, and neither the Company nor
its subsidiary has received any notice of proceedings relating to the

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<PAGE> 7
revocation or modification of, or non-compliance with, any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, could result in a Material Adverse
Change.

(w) Each of the Company and its subsidiary has good and marketable
title to all the properties and assets reflected as owned in the financial
statements referred to in Section 1(A)(j) above (or elsewhere in the
Prospectus), in each case free and clear of any security interests, mortgages,
liens, encumbrances, equities, claims and other defects, except such as do not
materially and adversely affect the value of such property and do not materially
interfere with the use made or proposed to be made of such property by the
Company or such subsidiary. The real property, improvements, equipment and
personal property held under lease by the Company or any subsidiary are held
under valid and enforceable leases, with such exceptions as are not material and
do not materially interfere with the use made or proposed to be made of such
real property, improvements, equipment or personal property by the Company or
such subsidiary.

(x) Tax Law Compliance. The Company and its subsidiary have filed all
necessary federal, state and foreign income and franchise tax returns [or have
properly requested extensions thereof] and have paid all taxes required to be
paid by any of them and, if due and payable, any related or similar assessment,
fine or penalty levied against any of them. The Company has in all material
respects made adequate charges, accruals and reserves in the applicable
financial statements referred to in Section 1(j) above in respect of all
federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company or any of its subsidiaries has not been
finally determined. The Company is not aware of any tax deficiency that has been
or might be asserted or threatened against the Company that could result in a
Material Adverse Change.

(y) Intellectual Property Rights. Each of the Company, its subsidiary
and, to the Company's knowledge, UNI owns or possesses adequate rights to use
all patents, patent rights or licenses, inventions, collaborative research
agreements, trade secrets, know-how, trademarks, service marks, trade names and
copyrights which are necessary to conduct their respective businesses as
described in the Registration Statement and Prospectus; the expiration of any
patents, patent rights, trade secrets, trademarks, service marks, trade names or
copyrights would not result in a Material Adverse Change that is not otherwise
disclosed in the Prospectus; the Company has no knowledge of any infringement of
or conflict with asserted rights of the Company or UNI by others with respect to
any patent, patent rights, inventions, trade secrets, know-how, trademarks,
service marks, trade names or copyrights; and the Company has no knowledge of
any infringement of or conflict with asserted rights of others with respect to
any patent, patent rights, inventions, trade secrets, know-how, trademarks,
service marks, trade names or copyrights which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, might have a Material
Adverse Change. There is no claim being made against the Company or, to the
Company's knowledge, UNI regarding patents, patent rights or licenses,
inventions, collaborative research, trade secrets, know-how, trademarks, service
marks, trade names or copyrights. To the Company's knowledge, the Company, its
subsidiary and UNI do not in the conduct of their business as now or proposed to
be conducted as described in the Prospectus infringe or conflict with any right
or patent of any third party, or any discovery,

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<PAGE> 8
invention, product or process which is the subject of a patent application filed
by any third party, known to the Company, which such infringement or conflict is
reasonably likely to result in a Material Adverse Change.

(z) Year 2000 Preparedness. There are no issues related to the
Company's, its subsidiary's or, to the Company's knowledge, UNI's, preparedness
for the Year 2000 that (i) are of a character required to be described or
referred to in the Registration Statement or Prospectus by the Securities Act
which have not been accurately described in the Registration Statement or
Prospectus or (ii) might reasonably be expected to result in any Material
Adverse Change or that might materially affect their properties, assets or
rights. The Company has inquired of material vendors as to their preparedness
for the Year 2000 and has disclosed in the Registration Statement or Prospectus
any Year 2000 issues that might reasonably be expected to result in any Material
Adverse Change.

(aa) No Transfer Taxes or Other Fees. There are no transfer taxes or
other similar fees or charges under Federal law or the laws of any state, or any
political subdivision thereof, required to be paid in connection with the
execution and delivery of this Agreement or the issuance and sale by the Company
of the shares.

(bb) Company Not an "Investment Company". The Company has been advised
of the rules and requirements under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Company is not, and after receipt of
payment for the Shares will not be, an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the Investment
Company Act and will conduct its business in a manner so that it will not become
subject to the Investment Company Act.

(cc) Insurance. Each of the Company, its subsidiary and UNI are insured
by recognized, financially sound and reputable institutions with policies in
such amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their businesses including, but not limited
to, policies covering real and personal property owned or leased by the Company
and its subsidiaries against theft, damage, destruction, acts of vandalism and
earthquakes, general liability and Directors and Officers liability. The Company
has no reason to believe that it or any subsidiary will not be able (i) to renew
its existing insurance coverage as and when such policies expire or (ii) to
obtain comparable coverage from similar institutions as may be necessary or
appropriate to conduct its business as now conducted and at a cost that would
not result in a Material Adverse Change. Neither of the Company nor any
subsidiary has been denied any insurance coverage which it has sought or for
which it has applied.

(dd) No Price Stabilization or Manipulation. The Company has not taken
and will not take, directly or indirectly, any action designed to or that might
be reasonably expected to cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Shares.

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<PAGE> 9
(ee) Lock-Up Agreements. Each officer and director of the Company and
each beneficial owner of outstanding capital stock of the Company has executed
and delivered an agreement substantially in the form attached hereto as Exhibit
A (the "Lock-up Agreements"). The Company has provided to counsel for the
Underwriters a complete and accurate list of all securityholders of the Company
and the number and type of securities held by each securityholder. The Company
has provided to counsel for the Underwriters true, accurate and complete copies
of all of the Lock-up Agreements presently in effect or effected hereby. The
Company hereby represents and warrants that it will not release any of its
officers, directors or other stockholders from any Lock-up Agreements currently
existing or hereafter effected without the prior written consent of BancBoston
Robertson Stephens Inc.

(ff) Related Party Transactions. There are no business relationships or
related-party transactions involving the Company or its subsidiary or any other
person required to be described in the Prospectus which have not been described
as required.

(gg) No Unlawful Contributions or Other Payments. Neither the Company
nor its subsidiary nor, to the best of the Company's knowledge, UNI or any
employee or agent of the Company or any subsidiary, has made any contribution or
other payment to any official of, or candidate for, any federal, state or
foreign office in violation of any law or of the character required to be
disclosed in the Prospectus.

(hh) ERISA Compliance. The Company and its subsidiary and any "employee
benefit plan" (as defined under the Employee Retirement Income Security Act of
1974, as amended, and the regulations and published interpretations thereunder
(collectively, "ERISA")) established or maintained by the Company, its
subsidiary or their "ERISA Affiliates" (as defined below) are in compliance in
all material respects with ERISA. "ERISA Affiliate" means, with respect to the
Company or a subsidiary, any member of any group of organizations described in
Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended,
and the regulations and published interpretations thereunder (the "Code") of
which the Company or such subsidiary is a member. No "reportable event" (as
defined under ERISA) has occurred or is reasonably expected to occur with
respect to any "employee benefit plan" established or maintained by the Company,
its subsidiaries or any of their ERISA Affiliates. No "employee benefit plan"
established or maintained by the Company, its subsidiaries or any of their ERISA
Affiliates, if such "employee benefit plan" were terminated, would have any
"amount of unfounded benefit liabilities" (as defined under ERISA). Neither the
Company, its subsidiaries nor any of their ERISA Affiliates has incurred or
reasonably expects to incur any liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any "employee benefit plan" or
(ii) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan"
established or maintained by the Company, its subsidiaries or any of their ERISA
Affiliates that is intended to be qualified under Section 401(a) of the Code is
so qualified and nothing has occurred, whether by action or failure to act,
which would cause the loss of such qualification.

Any certificate signed by an officer of the Company and delivered
to the Representatives or to counsel for the Underwriters shall be deemed to be
a representation and warranty by the Company to each Underwriter as to the
matters set forth therein.

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<PAGE> 10
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE SHARES.

(a) The Firm Shares. The Company agrees to issue and sell to the
several Underwriters the Firm Shares upon the terms herein set forth. On the
basis of the representations, warranties and agreements herein contained, and
upon the terms but subject to the conditions herein set forth, each Underwriter
agrees, severally and not jointly, to purchase from the Company the respective
number of Firm Shares set forth opposite its name on Schedule A. The purchase
price per Firm Share to be paid by the several Underwriters to the Company shall
be $[___] per share.

(b) The First Closing Date. Delivery of the Firm Shares to be purchased
by the Underwriters and payment therefor shall be made by the Company and the
Representatives at 6:00 a.m. San Francisco time, at the offices of Testa,
Hurwitz & Thibeault, LLP, 125 High Street, Boston, MA 02110 (or at such other
place as may be agreed upon among the Representatives and the Company), (i) on
the third (3rd) full business day following the first day that Shares are
traded, (ii) if this Agreement is executed and delivered after 1:30 P.M., San
Francisco time, the fourth (4th) full business day following the day that this
Agreement is executed and delivered or (iii) at such other time and date not
later that seven (7) full business days following the first day that Shares are
traded as the Representatives and the Company may determine (or at such time and
date to which payment and delivery shall have been postponed pursuant to Section
8 hereof), such time and date of payment and delivery being herein called the
"Closing Date;" provided, however, that if the Company has not made available to
the Representatives copies of the Prospectus within the time provided in Section
2(g) hereof, the Representative may, in its sole discretion, postpone the
Closing Date until no later that two (2) full business days following delivery
of copies of the Prospectus to the Representatives.

(c) The Option Shares; the Second Closing Date. In addition, on the
basis of the representations, warranties and agreements herein contained, and
upon the terms but subject to the conditions herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally and
not jointly, up to an aggregate of [___] Option Shares from the Company at the
purchase price per share to be paid by the Underwriters for the Firm Shares. The
option granted hereunder is for use by the Underwriters solely in covering any
over-allotments in connection with the sale and distribution of the Firm Shares.
The option granted hereunder may be exercised at any time upon notice by the
Representatives to the Company which notice may be given at any time within 30
days from the date of this Agreement. The time and date of delivery of the
Option Shares, if subsequent to the First Closing Date, is called the "Second
Closing Date" and shall be determined by the Representatives and shall not be
earlier than three nor later than five full business days after delivery of such
notice of exercise. If any Option Shares are to be purchased, each Underwriter
agrees, severally and not jointly, to purchase the number of Option Shares
(subject to such adjustments to eliminate fractional shares as the
Representatives may determine) that bears the same proportion to the total
number of Option Shares to be purchased as the number of Firm Shares set forth
on Schedule A opposite the name of such Underwriter bears to the total number of
Firm Shares. The Representatives may cancel

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<PAGE> 11
the option at any time prior to its expiration by giving written notice of such
cancellation to the Company.

(d) Public Offering of the Shares. The Representatives hereby advise
the Company that the Underwriters intend to offer for sale to the public, as
described in the Prospectus, their respective portions of the Shares as soon
after this Agreement has been executed and the Registration Statement has been
declared effective as the Representatives, in their sole judgment, have
determined is advisable and practicable.

(e) Payment for the Shares. Payment for the Shares to be sold by the
Company shall be made at the First Closing Date (and, if applicable, at the
Second Closing Date) by wire transfer of immediately available funds to the
order of the Company.

It is understood that the Representatives have been authorized,
for its their accounts and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price for, the
Firm Shares and any Option Shares the Underwriters have agreed to purchase.
BancBoston Robertson Stephens Inc., individually and not as a Representative of
the Underwriters, may (but shall not be obligated to) make payment for any
Shares to be purchased by any Underwriter whose funds shall not have been
received by the Representatives by the First Closing Date or the Second Closing
Date, as the case may be, for the account of such Underwriter, but any such
payment shall not relieve such Underwriter from any of its obligations under
this Agreement.

(f) Delivery of the Shares. The Company shall deliver, or cause to be
delivered a credit representing the Firm Shares to an account or accounts at The
Depository Trust Company as designated by the Representatives for the accounts
of the Representatives and the several Underwriters at the First Closing Date,
against the irrevocable release of a wire transfer of immediately available
funds for the amount of the purchase price therefor. The Company shall also
deliver, or cause to be delivered a credit representing the Option Shares to an
account or accounts at The Depository Trust Company as designated by the
Representatives for the accounts of the Representatives and the several
Underwriters, at the First Closing Date or the Second Closing Date, as the case
may be, against the irrevocable release of a wire transfer of immediately
available funds for the amount of the purchase price therefor. Time shall be of
the essence, and delivery at the time and place specified in this Agreement is a
further condition to the obligations of the Underwriters.

(g) Delivery of Prospectus to the Underwriters. Not later than 12:00
noon on the second business day following the date the Shares are released by
the Underwriters for sale to the public, the Company shall deliver or cause to
be delivered copies of the Prospectus in such quantities and at such places as
the Representatives shall request.

SECTION 3. COVENANTS OF THE COMPANY.

The Company further covenants and agrees with each Underwriter as
follows:

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<PAGE> 12
(a) Registration Statement Matters. The Company will (i) use its best
efforts to cause a registration statement on Form 8-A (the "Form 8-A
Registration Statement") as required by the Securities Exchange Act of 1934 (the
"Exchange Act") to become effective simultaneously with the Registration
Statement, (ii) use its best efforts to cause the Registration Statement to
become effective or, if the procedure in Rule 430A of the Securities Act is
followed, to prepare and timely file with the Commission under Rule 424(b) under
the Securities Act a Prospectus in a form approved by the Representatives
containing information previously omitted at the time of effectiveness of the
Registration Statement in reliance on Rule 430A of the Securities Act and (iii)
not file any amendment to the Registration Statement or supplement to the
Prospectus of which the Representatives shall not previously have been advised
and furnished with a copy or to which the Representatives shall have reasonably
objected in writing or which is not in compliance with the Securities Act. If
the Company elects to rely on Rule 462(b) under the Securities Act, the Company
shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) under the Securities Act prior to the time
confirmations are sent or given, as specified by Rule 462(b)(2) under the
Securities Act, and shall pay the applicable fees in accordance with Rule 111
under the Securities Act.

(b) Securities Act Compliance. The Company will advise the
Representatives promptly (i) when the Registration Statement or any
post-effective amendment thereto shall have become effective, (ii) of receipt of
any comments from the Commission, (iii) of any request of the Commission for
amendment of the Registration Statement or for supplement to the Prospectus or
for any additional information and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the use
of the Prospectus or of the institution of any proceedings for that purpose. The
Company will use its best efforts to prevent the issuance of any such stop order
preventing or suspending the use of the Prospectus and to obtain as soon as
possible the lifting thereof, if issued.

(c) Blue Sky Compliance. The Company will cooperate with the
Representatives and counsel for the Underwriters in endeavoring to qualify the
Shares for sale under the securities laws of such jurisdictions (both national
and foreign) as the Representatives may reasonably have designated in writing
and will make such applications, file such documents, and furnish such
information as may be reasonably required for that purpose, provided the Company
shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so
qualified or required to file such a consent. The Company will, from time to
time, prepare and file such statements, reports and other documents, as are or
may be required to continue such qualifications in effect for so long a period
as the Representatives may reasonably request for distribution of the Shares.

(d) Amendments and Supplements to the Prospectus and Other Securities
Act Matters. The Company will comply with the Securities Act and the Exchange
Act, and the rules and regulations of the Commission thereunder, so as to permit
the completion of the distribution of the Shares as contemplated in this
Agreement and the Prospectus. If during the period in which a prospectus is
required by law to be delivered by an Underwriter or dealer, any event shall
occur as a result of which, in the judgment of the Company or in the reasonable
opinion of the Representatives or counsel for the Underwriters, it becomes
necessary to amend or

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<PAGE> 13
supplement the Prospectus in order to make the statements therein, in the light
of the circumstances existing at the time the Prospectus is delivered to a
purchaser, not misleading, or, if it is necessary at any time to amend or
supplement the Prospectus to comply with any law, the Company promptly will
prepare and file with the Commission, and furnish at its own expense to the
Underwriters and to dealers, an appropriate amendment to the Registration
Statement or supplement to the Prospectus so that the Prospectus as so amended
or supplemented will not, in the light of the circumstances when it is so
delivered, be misleading, or so that the Prospectus will comply with the law.

(e) Copies of any Amendments and Supplements to the Prospectus. The
Company agrees to furnish the Representatives, without charge, during the period
beginning on the date hereof and ending on the later of the First Closing Date
or such date, as in the opinion of counsel for the Underwriters, the Prospectus
is no longer required by law to be delivered in connection with sales by an
Underwriter or dealer (the "Prospectus Delivery Period"), as many copies of the
Prospectus and any amendments and supplements thereto as the Representatives may
request.

(f) Insurance. The Company shall obtain directors and officers
liability insurance in the minimum amount of $10 million which shall apply to
the offering contemplated hereby.

(g) Notice of Subsequent Events. If at any time during the ninety (90)
day period after the Registration Statement becomes effective, any rumor,
publication or event relating to or affecting the Company shall occur as a
result of which in your opinion the market price of the Company Shares has been
or is likely to be materially affected (regardless of whether such rumor,
publication or event necessitates a supplement to or amendment of the
Prospectus), the Company will, after written notice from you advising the
Company to the effect set forth above, forthwith, consult with you concerning
the advisability and substance of a press release or other public statement,
responding to or commenting on such rumor, publication or event.

(h) Use of Proceeds. The Company shall apply the net proceeds from the
sale of the Shares sold by it in the manner described under the caption "Use of
Proceeds" in the Prospectus.

(i) Transfer Agent. The Company shall engage and maintain, at its
expense, a registrar and transfer agent for the Company Shares.

(j) Earnings Statement. As soon as practicable, the Company will make
generally available to its security holders and to the Representatives an
earnings statement (which need not be audited) covering the twelve-month period
ending [___] that satisfies the provisions of Section 11(a) of the Securities
Act (including at the option of the Company Rule 158).

(k) Periodic Reporting Obligations. During the Prospectus Delivery
Period the Company shall file, on a timely basis, with the Commission and the
Nasdaq National Market all reports and documents required to be filed under the
Exchange Act.

(l) Agreement Not to Offer or Sell Additional Securities. The Company
will not, without the prior written consent of BancBoston Robertson Stephens
Inc., for a period of 180

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<PAGE> 14
days following the date of the Prospectus, offer, sell or contract to sell, or
otherwise dispose of or enter into any transaction which is designed to, or
could be expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise by the
Company or any affiliate of the Company or any person in privity with the
Company or any affiliate of the Company) directly or indirectly, or announce the
offering of, any other Common Shares or any securities convertible into, or
exchangeable for, Common Shares; provided, however, that the Company may (i)
issue and sell Common Shares, or grant options to purchase Common Shares,
pursuant to any director or employee stock option plan, stock ownership plan or
dividend reinvestment plan of the Company in effect at the date of the
Prospectus and described in the Prospectus so long as none of those shares, or
shares issuable upon exercise of those options, may be transferred during the
period of 180 days from the date that the Registration Statement is declared
effective (the "Lock-Up Period"); (ii) issue Common Shares issuable upon the
conversion of securities or the exercise of warrants outstanding at the date of
the Prospectus and described in the Prospectus so long as none of those shares
may be transferred during the Lock-Up Period, and (iii) issue Common Shares in
connection with any acquisitions so long as none of those shares may be
transferred during the Lock-Up Period, except for up to an aggregate of ___
shares and options for up to ___ shares to be issued in connection with the
acquisition of UNI. The Company shall enter stop transfer instructions with its
transfer agent and registrar against the transfer of any such Common Shares.

(m) Future Reports to the Representatives. During the period of five
years hereafter the Company will furnish to the Representatives (i) as soon as
practicable after the end of each fiscal year, copies of the Annual Report of
the Company containing the balance sheet of the Company as of the close of such
fiscal year and statements of income, stockholders' equity and cash flows for
the year then ended and the opinion thereon of the Company's independent public
or certified public accountants; (ii) as soon as practicable after the filing
thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other report filed by the
Company with the Commission, the National Association of Securities Dealers, LLC
or any securities exchange; and (iii) as soon as available, copies of any report
or communication of the Company mailed generally to holders of its capital
stock.

(n) Exchange Act Compliance. During the Prospectus Delivery Period, the
Company will file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within
the time periods required by the Exchange Act.

SECTION 4. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Shares as
provided herein on the First Closing Date and, with respect to the Option
Shares, the Second Closing Date, shall be subject to the accuracy of the
representations and warranties on the part of the Company set forth in Section 1
hereof as of the date hereof and as of the First Closing Date as though then
made and, with

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<PAGE> 15
respect to the Option Shares, as of the Second Closing Date as though then made,
to the timely performance by the Company of its covenants and other obligations
hereunder, and to each of the following additional conditions:

(a) Compliance with Registration Requirements; No Stop Order; No
Objection from the National Association of Securities Dealers, LLC The
Registration Statement shall have become effective prior to the execution of
this Agreement, or at such later date as shall be consented to in writing by
you; and no stop order suspending the effectiveness thereof shall have been
issued and no proceedings for that purpose shall have been initiated or, to the
knowledge of the Company or any Underwriter, threatened by the Commission, and
any request of the Commission for additional information (to be included in the
Registration Statement or the Prospectus or otherwise) shall have been complied
with to the satisfaction of Underwriters' Counsel; and the National Association
of Securities Dealers, LLC shall have raised no objection to the fairness and
reasonableness of the underwriting terms and arrangements.

(b) Corporate Proceedings. All corporate proceedings and other legal
matters in connection with this Agreement, the form of Registration Statement
and the Prospectus, and the registration, authorization, issue, sale and
delivery of the Shares, shall have been reasonably satisfactory to Underwriters'
Counsel, and such counsel shall have been furnished with such papers and
information as they may reasonably have requested to enable them to pass upon
the matters referred to in this Section.

(c) No Material Adverse Change. Subsequent to the execution and
delivery of this Agreement and prior to the First Closing Date, or the Second
Closing Date, as the case may be, there shall not have been any Material Adverse
Change in the condition (financial or otherwise), earnings, operations, business
or business prospects of the Company and its subsidiaries considered as one
enterprise from that set forth in the Registration Statement or Prospectus,
which, in your sole judgment, is material and adverse and that makes it, in your
sole judgment, impracticable or inadvisable to proceed with the public offering
of the Shares as contemplated by the Prospectus.

(d) Opinion of Counsel for the Company. You shall have received on the
First Closing Date, or the Second Closing Date, as the case may be, an opinion
of Hale and Dorr LLP counsel for the Company substantially in the form of
Exhibit B attached hereto, dated the First Closing Date, or the Second Closing
Date, addressed to the Underwriters and with reproduced copies or signed
counterparts thereof for each of the Underwriters.

Counsel rendering the opinion contained in Exhibit B may rely as to
questions of law not involving the laws of the United States or the Commonwealth
of Massachusetts and the State of Delaware upon opinions of local counsel, and
as to questions of fact upon representations or certificates of officers of the
Company, the Selling Stockholders or officers of the Selling Stockholders (when
the Selling Stockholder is not a natural person), and of government officials,
in which case their opinion is to state that they are so relying and that they
have no knowledge of any material misstatement or inaccuracy in any such
opinion, representation or certificate.

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<PAGE> 16
Copies of any opinion, representation or certificate so relied upon shall be
delivered to you, as Representatives of the Underwriters, and to Underwriters'
Counsel.

(e) Opinion of Counsel for the Underwriters. You shall have received on
the First Closing Date or the Second Closing Date, as the case may be, an
opinion of Testa, Hurwitz & Thibeault, LLP, substantially in the form of Exhibit
C. The Company shall have furnished to such counsel such documents as they may
have requested for the purpose of enabling them to pass upon such matters.

(f) Accountants' Comfort Letter. You shall have received on the First
Closing Date and on the Second Closing Date, as the case may be, a letter from
PricewaterhouseCoopers LLP addressed to the Underwriters, dated the First
Closing Date or the Second Closing Date, as the case may be, confirming that
they are independent certified public accountants with respect to the Company
within the meaning of the Act and the applicable published Rules and Regulations
and based upon the procedures described in such letter delivered to you
concurrently with the execution of this Agreement (herein called the "Original
Letter"), but carried out to a date not more than four (4) business days prior
to the First Closing Date or the Second Closing Date, as the case may be, (i)
confirming, to the extent true, that the statements and conclusions set forth in
the Original Letter are accurate as of the First Closing Date or the Second
Closing Date, as the case may be, and (ii) setting forth any revisions and
additions to the statements and conclusions set forth in the Original Letter
which are necessary to reflect any changes in the facts described in the
Original Letter since the date of such letter, or to reflect the availability of
more recent financial statements, data or information. The letter shall not
disclose any change in the condition (financial or otherwise), earnings,
operations, business or business prospects of the Company and its subsidiaries
considered as one enterprise from that set forth in the Registration Statement
or Prospectus, which, in your sole judgment, is material and adverse and that
makes it, in your sole judgment, impracticable or inadvisable to proceed with
the public offering of the Shares as contemplated by the Prospectus. The
Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the
use of the Underwriters in form and substance satisfactory to the Underwriters
and shall (i) represent, to the extent true, that they are independent certified
public accountants with respect to the Company and UNI within the meaning of the
Act and the applicable published Rules and Regulations, (ii) set forth their
opinion with respect to their examination of the consolidated balance sheet of
the Company as of December 31, 1998 and related consolidated statements of
operations, shareholders' equity, and cash flows for the twelve (12) months
ended December 31, 1998, (iii) set forth their opinion with respect to their
examination of the balance sheet of Collegiate Advantage, Inc. as of December
31, 1997 and related statements of operations; shareholders' equity, and cash
flows for the twelve (12) months ended December 31, 1997; (iv) set forth their
opinion with respect to their examination of the balance sheet of The Main Quad,
Inc. as of December 31, 1996 and related statements of operations, shareholders'
equity, and cash flows for the twelve (12) months ended December 31, 1996; (v)
set forth their opinion with respect to their examination of the balance sheet
of University Netcasting, Inc. as of March 31, 1999 and related statements of
operations, shareholders' equity, and cash flows for the twelve (12) months
ended March 31, 1999; (vi) state that PricewaterhouseCoopers LLP has performed
the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for
a review of interim financial information and providing the

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<PAGE> 17
report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial
statements for each of the Company's quarters in the 5-quarter period ended
March 31, 1999 (the "Quarterly Financial Statements"), (vii) state that in the
course of such review, nothing came to their attention that leads them to
believe that any material modifications need to be made to any of the Quarterly
Financial Statements in order for them to be in compliance with generally
accepted accounting principles consistently applied across the periods
presented, and address other matters agreed upon by PricewaterhouseCoopers LLP
and you. In addition, you shall have received from PricewaterhouseCoopers LLP a
letter addressed to the Company and made available to you for the use of the
Underwriters stating that their review of the Company's and UNI's system of
internal accounting controls, to the extent they deemed necessary in
establishing the scope of their examination of the Company's consolidated
financial statements as of December 31, 1998 and their examination of UNI's
financial statements as of March 31, 1999, did not disclose any weaknesses in
internal controls that they considered to be material weaknesses.

(g) Officers' Certificate. You shall have received on the First Closing
Date and the Second Closing Date, as the case may be, a certificate of the
Company, dated the First Closing Date or the Second Closing Date, as the case
may be, signed by the Chief Executive Officer and Chief Financial Officer of the
Company, to the effect that, and you shall be satisfied that:

(i) The representations and warranties of the Company in this Agreement
are true and correct, as if made on and as of the First Closing Date or
the Second Closing Date, as the case may be, and the Company has
complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the First Closing Date
or the Second Closing Date, as the case may be;

(ii) No stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or threatened under the Act;

(iii) When the Registration Statement became effective and at all times
subsequent thereto up to the delivery of such certificate, the
Registration Statement and the Prospectus, and any amendments or
supplements thereto, contained all material information required to be
included therein by the Securities Act and the applicable rules and
regulations of the Commission thereunder and in all material respects
conformed to the requirements of the Securities Act, the Registration
Statement and the Prospectus, and any amendments or supplements thereto,
did not and does not include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and, since the effective
date of the Registration Statement, there has occurred no event required
to be set forth in an amended or supplemented Prospectus which has not
been so set forth; and

(iv) Subsequent to the respective dates as of which information is given
in the Registration Statement and Prospectus, there has not been (a) any
material adverse change in the condition (financial or otherwise),
earnings, operations, business or business prospects of the Company and
its subsidiaries considered as one enterprise, (b) any

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<PAGE> 18
transaction that is material to the Company and its subsidiaries
considered as one enterprise, except transactions entered into in the
ordinary course of business, (c) any obligation, direct or contingent,
that is material to the Company and its subsidiaries considered as one
enterprise, incurred by the Company or its subsidiaries, except
obligations incurred in the ordinary course of business, (d) any change
in the capital stock or outstanding indebtedness of the Company or any
of its subsidiaries that is material to the Company and its
subsidiaries considered as one enterprise, (e) any dividend or
distribution of any kind declared, paid or made on the capital stock of
the Company or any of its subsidiaries, or (f) any loss or damage
(whether or not insured) to the property of the Company or any of its
subsidiaries which has been sustained or will have been sustained which
has a material adverse effect on the condition (financial or
otherwise), earnings, operations, business or business prospects of the
Company and its subsidiaries considered as one enterprise.

(h) Lock-up Agreement from Stockholders of the Company. The Company
shall have obtained and delivered to you an agreement substantially in the form
of Exhibit A attached hereto from each officer and director of the Company, and
each beneficial owner of outstanding capital stock of the Company and from the
beneficial owners of at least 90% of the outstanding capital stock of UNI.

(i) Stock Exchange Listing. The Shares shall have been approved for
inclusion on the Nasdaq National Market, subject only to official notice of
issuance.

(j) Compliance with Prospectus Delivery Requirements. The Company shall
have complied with the provisions of Sections 2(g) and 3(e) hereof with respect
to the furnishing of Prospectuses.

(k) Additional Documents. On or before each of the First Closing Date
and the Second Closing Date, as the case may be, the Representatives and counsel
for the Underwriters shall have received such information, documents and
opinions as they may reasonably require for the purposes of enabling them to
pass upon the issuance and sale of the Shares as contemplated herein, or in
order to evidence the accuracy of any of the representations and warranties, or
the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 4 is not satisfied when and
as required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company at any time on or prior to the First
Closing Date and, with respect to the Option Shares, at any time prior to the
Second Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Section 5 (Payment of Expenses),
Section 6 (Reimbursement of Underwriters' Expenses), Section 7 (Indemnification
and Contribution) and Section 10 (Representations and Indemnities to Survive
Delivery) shall at all times be effective and shall survive such termination.

SECTION 5. PAYMENT OF EXPENSES. The Company agrees to pay all costs,
fees and expenses incurred in connection with the performance of its obligations
hereunder and in

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<PAGE> 19
connection with the transactions contemplated hereby, including without
limitation (i) all expenses incident to the issuance and delivery of the Common
Shares (including all printing and engraving costs), (ii) all fees and expenses
of the registrar and transfer agent of the Common Stock, (iii) all necessary
issue, transfer and other stamp taxes in connection with the issuance and sale
of the Shares to the Underwriters, (iv) all fees and expenses of the Company's
counsel, independent public or certified public accountants and other advisors,
(v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Registration Statement
(including financial statements, exhibits, schedules, consents and certificates
of experts), each preliminary prospectus and the Prospectus, and all amendments
and supplements thereto, and this Agreement, (vi) all filing fees, attorneys'
fees and expenses incurred by the Company or the Underwriters in connection with
qualifying or registering (or obtaining exemptions from the qualification or
registration of) all or any part of the Shares for offer and sale under the
state securities or blue sky laws or the provincial securities laws of Canada or
any other country, and, if requested by the Representatives, preparing and
printing a "Blue Sky Survey", an "International Blue Sky Survey" or other
memorandum, and any supplements thereto, advising the Underwriters of such
qualifications, registrations and exemptions, (vii) the filing fees incident to,
and the reasonable fees and expenses of counsel for the Underwriters in
connection with, the National Association of Securities Dealers, LLC review and
approval of the Underwriters' participation in the offering and distribution of
the Common Shares, (viii) the fees and expenses associated with including the
Common Shares on the Nasdaq National Market, (ix) all costs and expenses
incident to the preparation and undertaking of "road show" preparations to be
made to prospective investors other than the expenses of the Underwriters, and
(x) all other fees, costs and expenses referred to in Item 13 of Part II of the
Registration Statement. Except as provided in this Section 5, Section 6, and
Section 7 hereof, the Underwriters shall pay their own expenses, including the
fees and disbursements of their counsel.

SECTION 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If this Agreement
is terminated by the Representatives pursuant to Section 4, Section 8 or Section
9, or if the sale to the Underwriters of the Shares on the First Closing Date is
not consummated because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or to comply with any provision hereof,
the Company agrees to reimburse the Representatives and the other Underwriters
(or such Underwriters as have terminated this Agreement with respect to
themselves), severally, upon demand for all out-of-pocket expenses that shall
have been reasonably incurred by the Representatives and the Underwriters in
connection with the proposed purchase and the offering and sale of the Shares,
including but not limited to fees and disbursements of counsel, printing
expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7. INDEMNIFICATION AND CONTRIBUTION.

(a) Indemnification of the Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its officers and employees, and
each person, if any, who controls any Underwriter within the meaning of the
Securities Act and the Exchange Act against any loss, claim, damage, liability
or expense, as incurred, to which such Underwriter or such

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<PAGE> 20
controlling person may become subject, under the Securities Act, the Exchange
Act or other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of the Company, which consent shall not be
unreasonably withheld), insofar as such loss, claim, damage, liability or
expense (or actions in respect thereof as contemplated below) arises out of or
is based (i) upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, or any amendment thereto,
including any information deemed to be a part thereof pursuant to Rule 430A or
Rule 434 under the Securities Act, or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein not misleading; or (ii) upon any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto), or the omission or
alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; or (iii) in whole or in part upon any inaccuracy in the
representations and warranties of the Company contained herein; or (iv) in whole
or in part upon any failure of the Company to perform their respective
obligations hereunder or under law; or (v) upon any untrue statement or alleged
untrue statement of any material fact contained in any audio or visual
materials, including, without limitation, slides, videos, films and tape
recordings prepared or used by the Company in connection with the marketing of
the Shares or (vi) any act or failure to act or any alleged act or failure to
act by any Underwriter in connection with, or relating in any manner to, the
Shares or the offering contemplated hereby, and which is included as part of or
referred to in any loss, claim, damage, liability or action arising out of or
based upon any matter covered by clause (i), (ii), (iii), (iv) or (v)above,
provided that the Company shall not be liable under this clause (vi) to the
extent that a court of competent jurisdiction shall have determined by a final
judgment that such loss, claim, damage, liability or action resulted directly
from any such acts or failures to act undertaken or omitted to be taken by such
Underwriter through its bad faith or willful misconduct; and to reimburse each
Underwriter and each such controlling person for any and all expenses (including
the fees and disbursements of counsel chosen by BancBoston Robertson Stephens
Inc.) as such expenses are reasonably incurred by such Underwriter or such
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the
Representatives expressly for use in the Registration Statement, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); and
provided, further, that with respect to any preliminary prospectus, the
foregoing indemnity agreement shall not inure to the benefit of any Underwriter
from whom the person asserting any loss, claim, damage, liability or expense
purchased Shares, or any person controlling such Underwriter, if copies of the
Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a
copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
Shares to such person, and if the Prospectus (as so amended or supplemented)
would have cured the defect

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<PAGE> 21
giving rise to such loss, claim, damage, liability or expense. The indemnity
agreement set forth in this Section 7(a) shall be in addition to any liabilities
that the Company may otherwise have.

(b) Indemnification of the Company, its Directors and Officers. Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act, or other federal or state statutory law or regulation, or
at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter), insofar as
such loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, any preliminary
prospectus, the Prospectus (or any amendment or supplement thereto), in reliance
upon and in conformity with written information furnished to the Company by the
Representatives expressly for use therein; and to reimburse the Company, or any
such director, officer or controlling person for any legal and other expense
reasonably incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. The indemnity
agreement set forth in this Section 7(b) shall be in addition to any liabilities
that each Underwriter may otherwise have.

(c) Information Provided by the Underwriters. The Company hereby
acknowledges that the only information that the Underwriters have furnished to
the Company expressly for use in the Registration Statement, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) are the
statements set forth in the table in the first paragraph and the second and
third paragraphs under the caption "Underwriting" in the Prospectus; and the
Underwriters confirm that such statements are correct.

(d) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 7 or to the extent it is not
prejudiced as a proximate result of such failure. In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the

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<PAGE> 22
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may
arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (together with local counsel), approved by the indemnifying
party (BancBoston Robertson Stephens Inc. in the case of Section 7(b) and
Section 8), representing the indemnified parties who are parties to such action,
(ii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party, in each of which cases the fees and expenses of counsel
shall be at the expense of the indemnifying party.

(e) Settlements. The indemnifying party under this Section 7 shall not
be liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 7(d) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent includes (i) an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

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<PAGE> 23
(f) Contribution. If the indemnification provided for in this Section 7
is unavailable to or insufficient to hold harmless an indemnified party under
Section 7(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) then each
indemnifying party shall contribute to the aggregate amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law then each indemnifying party shall contribute to such amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriter on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bears to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

The Company and Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 7(f) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7(f). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to above in
this Section 7(f) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (f), (i) no Underwriter shall be required to contribute any amount in
excess of the underwriting discounts and commissions applicable to the Shares
purchased by such Underwriter and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this Section 7(f)
to contribute are several in proportion to their respective underwriting
obligations and not joint.

(g) Timing of Any Payments of Indemnification. Any losses, claims,
damages, liabilities or expenses for which an indemnified party is entitled to
indemnification or contribution under this Section 7 shall be paid by the
indemnifying party to the indemnified party as such losses, claims, damages,
liabilities or expenses are incurred, but in all cases, no later than thirty
(30) days of invoice to the indemnifying party.

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<PAGE> 24
(g) Survival. The indemnity and contribution agreements contained in
this Section 7 and the representation and warranties of the Company set forth in
this Agreement shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Company, its directors or officers or any
persons controlling the Company, (ii) acceptance of any Shares and payment
therefor hereunder, and (iii) any termination of this Agreement. A successor to
any Underwriter, or to the Company, its directors or officers, or any person
controlling the Company, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 7.

(h) Acknowledgements of Parties. The parties to this Agreement hereby
acknowledge that they are sophisticated business persons who were represented by
counsel during the negotiations regarding the provisions hereof including,
without limitation, the provisions of this Section 7, and are fully informed
regarding said provisions. They further acknowledge that the provisions of this
Section 7 fairly allocate the risks in light of the ability of the parties to
investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement and Prospectus as required by
the Securities Act and the Exchange Act.

SECTION 8. DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS. If, on
the First Closing Date or the Second Closing Date, as the case may be, any one
or more of the several Underwriters shall fail or refuse to purchase Shares that
it or they have agreed to purchase hereunder on such date, and the aggregate
number of Common Shares which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase does not exceed 10% of the aggregate number of
the Shares to be purchased on such date, the other Underwriters shall be
obligated, severally, in the proportions that the number of Firm Common Shares
set forth opposite their respective names on Schedule A bears to the aggregate
number of Firm Shares set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as may be specified by the
Representatives with the consent of the non-defaulting Underwriters, to purchase
the Shares which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date. If, on the First Closing Date or the Second
Closing Date, as the case may be, any one or more of the Underwriters shall fail
or refuse to purchase Shares and the aggregate number of Shares with respect to
which such default occurs exceeds 10% of the aggregate number of Shares to be
purchased on such date, and arrangements satisfactory to the Representatives and
the Company for the purchase of such Shares are not made within 48 hours after
such default, this Agreement shall terminate without liability of any party to
any other party except that the provisions of Section 4, and Section 7 shall at
all times be effective and shall survive such termination. In any such case
either the Representatives or the Company shall have the right to postpone the
First Closing Date or the Second Closing Date, as the case may be, but in no
event for longer than seven days in order that the required changes, if any, to
the Registration Statement and the Prospectus or any other documents or
arrangements may be effected.

As used in this Agreement, the term "Underwriter" shall be deemed
to include any person substituted for a defaulting Underwriter under this
Section 8. Any action taken under this

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<PAGE> 25
Section 8 shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

SECTION 9. TERMINATION OF THIS AGREEMENT. Prior to the First Closing
Date, this Agreement may be terminated by the Representatives by notice given to
the Company if at any time (i) trading or quotation in any of the Company's
securities shall have been suspended or limited by the Commission or by the
Nasdaq Stock Market, or trading in securities generally on either the Nasdaq
Stock Market or the New York Stock Exchange shall have been suspended or
limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges by the Commission or the National Association of
Securities Dealers, LLC; (ii) a general banking moratorium shall have been
declared by any of federal, New York, Delaware or California authorities; (iii)
there shall have occurred any outbreak or escalation of national or
international hostilities or any crisis or calamity, or any change in the United
States or international financial markets, or any substantial change or
development involving a prospective change in United States' or international
political, financial or economic conditions, as in the judgment of the
Representatives is material and adverse and makes it impracticable or
inadvisable to market the Common Shares in the manner and on the terms described
in the Prospectus or to enforce contracts for the sale of securities; (iv) in
the judgment of the Representatives there shall have occurred any Material
Adverse Change; or (v) the Company shall have sustained a loss by strike, fire,
flood, earthquake, accident or other calamity of such character as in the
judgment of the Representatives may interfere materially with the conduct of the
business and operations of the Company regardless of whether or not such loss
shall have been insured. Any termination pursuant to this Section 9 shall be
without liability on the part of (a) the Company to any Underwriter, except that
the Company shall be obligated to reimburse the expenses of the Representatives
and the Underwriters pursuant to Sections 5 and 6 hereof, (b) any Underwriter to
the Company, or (c) of any party hereto to any other party except that the
provisions of Section 7 shall at all times be effective and shall survive such
termination.

SECTION 10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or the Company or any of its or their partners, officers or directors or any
controlling person and will survive delivery of and payment for the Shares sold
hereunder and any termination of this Agreement.

SECTION 11. NOTICES. All communications hereunder shall be in writing
and shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:

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<PAGE> 26
If to the Representatives:

BANCBOSTON ROBERTSON STEPHENS INC.
555 California Street
San Francisco, California 94104
Facsimile: (415) 676-2696
Attention: General Counsel

If to the Company:

Student Advantage, Inc.
280 Summer St.
Boston, MA 02210
Phone: (617) 912-2011
Fax: (617) 266-8882
Attention: President

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

SECTION 12. SUCCESSORS. This Agreement will inure to the benefit of and
be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 9 hereof, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 7, and to their
respective successors, and personal representative, and no other person will
have any right or obligation hereunder. The term "successors" shall not include
any purchaser of the Shares as such from any of the Underwriters merely by
reason of such purchase.

SECTION 13. PARTIAL UNENFORCEABILITY. The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.

SECTION 14. GOVERNING LAW PROVISIONS.

(a) Governing Law. This agreement shall be governed by and construed in
accordance with the internal laws of the state of New York applicable to
agreements made and to be performed in such state.

- 26 -
<PAGE> 27
(b) Consent to Jurisdiction. Any legal suit, action or proceeding
arising out of or based upon this Agreement or the transactions contemplated
hereby ("Related Proceedings") may be instituted in the federal courts of the
United States of America located in the City of Boston or the courts of the
Commonwealth of Massachusetts in each case located in the City of Boston
(collectively, the "Specified Courts"), and each party irrevocably submits to
the exclusive jurisdiction (except for proceedings instituted in regard to the
enforcement of a judgment of any such court (a "Related Judgment"), as to which
such jurisdiction is non-exclusive) of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail to such
party's address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such suit, action or other proceeding brought in any such court has been brought
in an inconvenient forum. Each party not located in the United States
irrevocably appoints CT Corporation System, which currently maintains a Boston
office at 2 Oliver Street, Boston, MA 02109, United States of America, as its
agent to receive service of process or other legal summons for purposes of any
such suit, action or proceeding that may be instituted in any state or federal
court in the City of Boston.

(c) Waiver of Immunity. With respect to any Related Proceeding, each
party irrevocably waives, to the fullest extent permitted by applicable law, all
immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled in the Specified Courts, and with respect
to any Related Judgment, each party waives any such immunity in the Specified
Courts or any other court of competent jurisdiction, and will not raise or claim
or cause to be pleaded any such immunity at or in respect of any such Related
Proceeding or Related Judgment, including, without limitation, any immunity
pursuant to the United States Foreign Sovereign Immunities Act of 1976, as
amended.

SECTION 15. GENERAL PROVISIONS. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement may not be amended or modified unless in writing by all of the
parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit.
The Table of Contents and the Section headings herein are for the convenience of
the parties only and shall not affect the construction or interpretation of this
Agreement.

[The remainder of this page has been intentionally left blank.]

- 27 -
<PAGE> 28
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company and the Custodian the enclosed
copies hereof, whereupon this instrument, along with all counterparts hereof,
shall become a binding agreement in accordance with its terms.

Very truly yours,

STUDENT ADVANTAGE, INC.

By:__________________________________
Title

The foregoing Underwriting Agreement is hereby confirmed and accepted
by the Representatives as of the date first above written.

BANCBOSTON ROBERTSON STEPHENS INC.
PRUDENTIAL SECURITIES INCORPORATED
VOLPE BROWN WHELAN & COMPANY, LLC
WIT CAPITAL CORPORATION

On their behalf and on behalf of each of the several underwriters named in
Schedule A hereto.

BY BANCBOSTON ROBERTSON STEPHENS INC.

By:__________________________________
Authorized Signatory

- 28 -
<PAGE> 29
SCHEDULE A

<TABLE>
<CAPTION>
Number of Firm
Common Shares
Underwriters To be Purchased
<S> <C>
BancBoston Robertson Stephens Inc.

Prudential Securities Incorporated

Volpe Brown Whelan & Company, LLC

Wit Capital Corporation

---------------
Total 6,000,000
</TABLE>

<PAGE> 1
Exhibit 5

HALE AND DORR LLP
Counsellors at Law

60 State Street, Boston, Massachusetts 02109
617-526-6000 * fax 617-526-5000

May 21, 1999

Student Advantage, Inc.
280 Summer Street
Boston, MA 02210

Re: Registration Statement on Form S-1
----------------------------------

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (File No. 333-75807) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of 6,900,000 shares of Common Stock, $.01 par value per share (the "Shares"), of
Student Advantage, Inc., a Delaware corporation (the "Company"), including
900,000 Shares issuable upon exercise of an over-allotment option granted by the
Company.

The Shares are to be sold by the Company pursuant to an underwriting
agreement (the "Underwriting Agreement") to be entered into by and among the
Company and BancBoston Robertson Stephens Inc., Prudential Securities
Incorporated and Volpe Brown Whelan & Company, LLC, as representatives of the
several underwriters named in the Underwriting Agreement, the form of which has
been filed as Exhibit 1 to the Registration Statement.

We are acting as counsel for the Company in connection with the issue
and sale by the Company of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon the Underwriting Agreement, minutes of meetings of the stockholders
and the Board of Directors of the Company as provided to us by the Company,
stock record books of the Company as provided to us by the Company, the
Certificate of Incorporation and By-Laws of the Company, each as restated and/or
amended to date, and such other documents as we have deemed necessary for
purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

Washington, DC Boston, MA London, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)

<PAGE> 2

Student Advantage, Inc.
May 21, 1999
Page 2

We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Underwriting Agreement, to
register and qualify the Shares for sale under all applicable state securities
or "blue sky" laws.

We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America. To the extent that any other laws govern the matters as to
which we are opining herein, we have assumed that such laws are identical to the
state laws of the Commonwealth of Massachusetts, and we are expressing no
opinion herein as to whether such assumption is reasonable or correct.

Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Underwriting
Agreement, the Shares will be validly issued, fully paid and nonassessable.

It is understood that this opinion is to be used by you only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.

Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Very truly yours,

HALE AND DORR LLP

<PAGE> 1
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

EXHIBIT 10.7

AGREEMENT

BETWEEN

AT&T COMMUNICATIONS, INC.

AND

STUDENT ADVANTAGE, L.L.C.

AT&T CONFIDENTIAL AND PROPRIETARY
<PAGE> 2
TABLE OF CONTENTS

Page

SECTION I DEFINITIONS...................................................2

SECTION II THE AT&T/STUDENT ADVANTAGE PROGRAM AND
COMPANY OBLIGATIONS...........................................4

SECTION III PURCHASE OF MEMBERSHIPS AND PAYMENT...........................6

SECTION V TERM, RENEWAL AND TERMINATION................................15

SECTION VI CONFIDENTIALITY AND PROTECTION OF
INFORMATION..................................................16

SECTION VII INDEMNIFICATION..............................................17

SECTION VIII LIMITATION OF LIABILITY......................................19

SECTION IX OTHER TERMS AND CONDITIONS...................................19

AT&T CONFIDENTIAL AND PROPRIETARY
<PAGE> 3
AGREEMENT

BETWEEN

AT&T COMMUNICATIONS, INC.

AND

STUDENT ADVANTAGE, L.L.C.

This Agreement is effective as of February 1, 1997, (hereinafter referred
TO as the "Effective Date") between AT&T COMMUNICATIONS, INC. a Delaware
corporation, with its principal place of business located at 295 North Maple
Avenue, Basking Ridge, New Jersey 07920, acting for itself and its affiliates
("AT&T"), and STUDENT ADVANTAGE, L.L.C., a Delaware limited liability company
with its principal place of business located at 321 Columbus Avenue, Boston,
Massachusetts 02116 ("COMPANY").

RECITALS

WHEREAS, AT&T operates a telecommunications network in the United States
and around the world, pursuant to which its subscribers may purchase AT&T
services; and

WHEREAS, COMPANY markets a student savings program to high school,
undergraduate and graduate college students which allows members of such program
to purchase goods and services at a discount; and

WHEREAS, AT&T desires to make available to its College Student subscribers
the opportunity to participate in a joint AT&T - Student Advantage program which
permits College Student subscribers to obtain various benefits and discounts
from national and local merchants;

NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, AT&T and COMPANY hereby agree as follows:

AT&T CONFIDENTIAL AND PROPRIETARY
<PAGE> 4
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

SECTION I

DEFINITIONS

The following definitions will apply to all Sections and Schedules, if
any, of this Agreement.

"AT&T/SA Member" shall mean the AT&T Customer participating in the
AT&T/Student Advantage Program.

"College Student" shall mean any individual enrolled either on a part-time
or full-time basis in any undergraduate, graduate or professional college in the
United States.

"COMPANY Member" shall mean the high school or College Student
participating in the Student Advantage Program.

"Member" shall mean those Customers, as defined below, of AT&T
participating in the COMPANY Offer. The COMPANY Offer is fully described in
Section 11 B of this Agreement and on Attachment C hereto.

"AT&T/Student Advantage Program" shall mean the Student Advantage Program,
represented by the Co-logoed Card instead of the COMPANY membership card, which
permits College Students which are AT&T Customers to obtain, at no charge,
various benefits from local and national merchants in the form of goods,
services and/or discounts thereon.

"Student Advantage Program" shall mean that certain College Student
savings/discount program offered and solely marketed to college and high school
students by COMPANY generally at a retail cost of twenty dollars ($20.00) per
academic year and which is represented by a COMPANY membership card.

"ACUS Program" shall mean the AT&T College and University Systems program
whereby a college or university purchases AT&T Services from AT&T and resells
such services to its college or university students.

"ACUS Student" means those certain college and/or university students
which purchases AT&T Services from a reseller entity participating in the ACUS
Program, for purposes herein, its college or university.

AT&T CONFIDENTIAL AND PROPRIETARY

- 2 -
<PAGE> 5
"AT&T/Student Advantage Membership Card" means a card furnished to each
AT&T/SA Member containing the Student Advantage and AT&T names and logos, which
shall be used for membership verification purposes in obtaining benefits
available to AT&T/SA Members.

"AT&T Services" means: (i) interstate and/or intrastate, interexchange or
intraexchange, interLATA and/or intraLATA telecommunications services provided
by AT&T which originate and/or terminate in the United States (including Puerto
Rico and the Virgin Islands); (ii) Interstate and/or Intrastate Interlata
cellular telecommunications services provided by AT&T which originate and/or
terminate in the United States; (iii) telecommunications services provided by
AT&T between the United States and international locations (hereinafter referred
to as "International"); (iv) AT&T Long Distance Certificates; (v) Internet
access; or (vi) multichannel video programming (e.g., direct broadcast satellite
services, cable TV services, or MMDS services). Such AT&T Services may be
subject to either (i) Title I or Title II jurisdiction of the Federal
Communications Commission ("FCC") or (ii) the jurisdiction of one or more State
Public Utilities Commissions ("PUC"). For purposes of this Agreement, "LATA"
shall have the same meaning as that term is defined in United States V. Western
Electric Co., 569 F. Supp. 990 (D.D.C. 1983).

"Customer" shall mean all persons, whether in an individual capacity, or
in connection with their business, or otherwise, which meet the Qualifications
used in Section II B. hereto.

"Information" includes marketing philosophies and objectives, competitive
advantages and disadvantages, customer statistics, financial information and
results, and any other information of either Party that the Party may consider
confidential and/or proprietary.

"Party" means: (i) AT&T or (ii) COMPANY; and "Parties" means COMPANY and
AT&T.

"Subscriber" means an AT&T customer who has selected AT&T as the
customer's presubscribed interexchange carrier and/or a customer who uses or
purchases AT&T Services. At AT&T's sole discretion, Subscribers may include AT&T
customers who engage in transactions involving AT&T business long distance
services.

AT&T CONFIDENTIAL AND PROPRIETARY

- 3 -
<PAGE> 6
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

SECTION II

THE AT&T/STUDENT ADVANTAGE PROGRAM AND
COMPANY OBLIGATIONS

A. COMPANY Obligations

1. During the Term of this Agreement, COMPANY shall use its best
efforts to cause each merchant (collectively, "MERCHANTS") listed in that
certain Directory Guide entitled "AT&T - Student Advantage National Directory",
to be mutually agreed upon between the parties and attached hereto at a later
date as Attachment A, or the "Student Advantage Welcome Package", as applicable,
attached hereto as Attachment B (collectively referred to as the "Directory
Guide"), both as may be amended from time to time, to provide to all AT&T/SA
Members, and those Members participating in the Half Membership, certain goods
and/or services and/or discounts set forth in the Directory Guide (each,
individually, a "MERCHANT Offer"; collectively, the "GROUP Offer"), and to cause
each of the MERCHANTS to perform all fulfillment obligations with respect
thereto. Each MERCHANT Offer and MERCHANTS'/COMPANY's fulfillment obligations
are specified on Attachment C attached hereto and made a part hereof.

2. COMPANY agrees to acquire additional MERCHANTS, on the national
and local levels, to provide certain Benefits, as defined below, in the
AT&T/Student Advantage Program at an increase of either (i) [**], from one
academic year to the next, throughout the Term of this Agreement, or (ii) [**]
in the aggregate, prior to September 1, 1999, for each level - national and
local, over the existing number of MERCHANTS, offered in the 1996 Student
Advantage Program. For purposes of this provision, each type of sponsor level
(national and local), shall be evaluated as a whole, on the national level, and
not evaluated on a market-by-market basis.

As a means of supporting and maintaining the above program growth
requirements, COMPANY shall, on or before September 1, 1997, (i) increase its
existing staff of regional managers by a minimum of [**] full-time employees
dedicated to local merchant acquisition, servicing and promoting the
AT&T/Student Advantage Program and (ii) increase its existing partnership
marketing staff by a minimum of [**] full-time national managers dedicated to
the acquisition and servicing of merchants on the national level.

AT&T CONFIDENTIAL AND PROPRIETARY

- 4 -
<PAGE> 7
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

In addition, COMPANY shall increase its staff of customer service
representatives by a minimum of [**] full-time customers service representatives
during the months of August through October of each year during the term hereof.
The Parties understand and agree that the number of customer service
representatives may be decreased to no less than [**] full-time customer service
representatives during the months of November through July of each year during
the term hereof as COMPANY in its sole and absolute discretion deems
appropriate.

Commencing on [**] and on or before each subsequent [**] during the Term
hereof, [**] not currently covered by COMPANY which are of particular importance
to AT&T's college marketing efforts. COMPANY agrees to [**] in at least [**] on
AT&T's list [**].

B. AT&T/Student Advantage Program.

AT&T may make available to an AT&T Customer which is (i) enrolled as a
full or part time college student and (ii) either (a) establishes or maintains
its Dial-1 Long Distance Service with AT&T in its name; or (b) requests and
qualifies for an AT&T Universal Card in its name; or (C) requests and qualifies
for an AT&T Direct Billed Calling Card in its name; and which remains in good
credit standing with AT&T (collectively, the "Qualifications"), a membership
free of charge in the Student Advantage Program ("Half Membership") that is
valid through August 31, 1997, or a one-year membership in the AT&T/Student
Advantage Program ("Yearly Membership"), valid throughout the entire academic
year to August 31 for each academic year during the Term hereof, both of which
are provided by Student Advantage through AT&T which enable Members, as defined
below, to obtain various benefits (collectively, "Benefits") in the form of
products and/or services, or discounts thereon. AT&T shall make the Half
Membership available prior to May 1, 1997. The Half Membership and Yearly
Membership shall collectively be referred to as the COMPANY Offer. AT&T reserves
the right to modify and amend the Qualifications for new enrollees, subject to
the prior written approval of COMPANY. The parties shall enter into good faith
negotiations to [**] the membership fee per Yearly Membership, excluding ACUS
Memberships, if the Qualifications become more stringent. AT&T reserves the
right, in its sole and absolute discretion, to eliminate any of the following
product categories from the Qualifications: (i) the establishment or maintenance
of Dial-1 Long Distance Service; (ii) the AT&T Universal Card requirement; or
(iii) the AT&T Direct Billed Calling Card requirement, upon giving [**] days
prior written notice to COMPANY. If AT&T exercises this right, the parties shall
enter into good faith

AT&T CONFIDENTIAL AND PROPRIETARY

- 5 -
<PAGE> 8

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

negotiations to [**] the membership fee per Yearly Membership, excluding ACUS
Memberships. In addition, AT&T shall forfeit its right of first refusal to be an
exclusive MERCHANT for each such eliminated product category within the Student
Advantage Program and the AT&T/STUDENT Advantage Program if AT&T does not offer
a substantially similar product in substitution thereof within [**] days of such
elimination.

At any time during the Term hereof, AT&T, at its sole and absolute
discretion, may make Yearly Memberships available to certain ACUS Students. The
Yearly Memberships ACUS Students receive shall be referred to herein as "ACUS
Memberships" and considered part of the COMPANY Offer.

C. COMPANY represents and warrants that the goods and/or services and/or
discounts comprising the Student Advantage Program and the AT&T/Student
Advantage Program are substantially the same as the other, with the exception of
limited-time offers used primarily to drive member acquisition and as such, a
COMPANY Member and a Member, as defined herein, shall receive substantially the
same Benefits. Further, COMPANY agrees to use its best efforts not to engage in
any type of promotional or marketing activities with any company or business
entity primarily engaged in the selling of certain products that have the
potential to harm the reputation and goodwill of AT&T, including, but not
limited to, tobacco, liquor and pornography; provided, however, convenience
stores and similar businesses which sell a large variety of products, including
the above, are typically excluded herefrom.

AT&T CONFIDENTIAL AND PROPRIETARY

- 6 -
<PAGE> 9
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

SECTION III

PURCHASE OF MEMBERSHIPS AND PAYMENT

A. Purchase of Yearly Memberships

1. Commencing with the 1997-1998 academic year, AT&T agrees to
purchase [**] Yearly Memberships per academic year (the [**]).
The [**] may be [**] by AT&T on an as needed basis.

B. Invoicing of Yearly Memberships

1. Commencing on [**], and on a [**] basis thereafter, COMPANY
shall invoice AT&T for [**] the [**] for the upcoming [**]. Commencing on [**],
and on a [**] basis thereafter, COMPANY shall invoice AT&T for [**] the [**] and
commencing on [**], and on a [**] basis thereafter, COMPANY shall invoice AT&T
for the remaining [**] the [**] for the current [**]. AT&T shall pay [**] per
Yearly Membership [**] purchased in accordance herewith.

C. Reconciliation of Yearly Memberships

1. During the Term hereof, the dollar amount paid by AT&T for the
invoices issued on [**] each year for the [**], shall be reconciled two (2)
times per year, or within thirty (30) days upon a termination due to a breach of
this Agreement (a "Breach Reconciliation"), against the dollar amount due
COMPANY for the actual number of Yearly Memberships, excluding ACUS Memberships,
distributed in accordance with this Agreement ("Actual Amount"). [**]. The first
reconciliation shall occur at the beginning of each [**], on or about each [**],
commencing on [**] ("First Reconciliation"), and the second reconciliation shall
occur at the end of the [**], on or about each [**], commencing on [**] ("Second
Reconciliation"). The First Reconciliation shall incorporate a mutually agreed
upon

AT&T CONFIDENTIAL AND PROPRIETARY

- 7 -
<PAGE> 10
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

estimate (the "Yearly Estimate") of the number of Yearly Memberships, excluding
ACUS Memberships, expected to be distributed by AT&T for the remainder of the
applicable academic year, which shall be invoiced at the time of the First
Reconciliation. The Second Reconciliation shall refine the Yearly Estimate with
actual data and shall completely reconcile the applicable academic year.

2. If the [**] at the time of the First Reconciliation, or a
Breach Reconciliation, exceeds the [**], COMPANY shall invoice AT&T
for the amount representing the sum of the difference between the [**]
and the [**] (such sum herein referred to as the "Excess")
multiplied by the cost per Yearly Membership, such cost being pursuant to
Attachment D hereto. COMPANY shall also [**].

3. If the [**] at the time of the First Reconciliation is less
than the [**], COMPANY issue a credit to be applied towards the [**] (the
"Credit") in the amount of the sum of the difference between the [**] less the
[**] (such sum herein referred to as the "Shortage") multiplied by [**], or the
cost per Yearly Membership, as applicable. COMPANY shall also apply a [**]
towards the [**] for the [**] for each membership comprising the Shortage.

If the [**] at the time of a Breach Reconciliation is less than the
[**], COMPANY shall issue a cash refund to AT&T within thirty (30) days of such
Breach Reconciliation in the amount of the sum of the Shortage multiplied by
[**], or the cost per Yearly Membership, as applicable.

4. If COMPANY distributes Yearly Memberships, excluding ACUS
Memberships, in excess of the Yearly Estimate during the period between the
First Reconciliation and the Second Reconciliation, COMPANY shall invoice AT&T
for an amount equal to the difference between the number of Yearly Memberships,
excluding ACUS Memberships, and the Yearly Estimate, which amount shall be
multiplied by the cost per Yearly Membership, which amount shall be reduced by
the amount of the Credit, if any. COMPANY shall also [**]. If COMPANY
distributes Yearly Memberships, excluding ACUS Memberships in an amount less
than the Yearly Estimate during the period between the First Reconciliation and
the Second Reconciliation, COMPANY shall issue a cash refund for an amount equal
to the difference between the number of Yearly Memberships, excluding ACUS
Memberships, issued between the First Reconciliation and the Second
Reconciliation and the Yearly Estimate, which amount shall be multiplied by the
cost per Yearly

AT&T CONFIDENTIAL AND PROPRIETARY

- 8 -
<PAGE> 11
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

Membership, which amount shall be reduced by the amount of the Credit, if any.
COMPANY shall also [**] for each such membership. The cost per Yearly Membership
is set forth on Attachment D hereto.

It is understood that the price per Yearly Membership is based on a
[**] cost structure set forth on Attachment D hereto.

D. Purchase of ACUS Memberships

1. AT&T, in its sole and absolute discretion, shall project the
number of ACUS Memberships it expects to distribute to ACUS Students during the
upcoming year (the "Estimate"). AT&T shall notify COMPANY of the Estimate on or
before [**] of each calendar year during the Term hereof and COMPANY shall
invoice AT&T for the Estimate reported. This invoice shall also include [**]
each such ACUS Membership.

E. Reconciliation of ACUS Memberships

1. The dollar amount paid by AT&T for the Estimate shall be
reconciled two (2) times per calendar year, or within thirty (30) days upon a
termination arising out of a breach of this Agreement, against the dollar amount
due for the number of ACUS Memberships distributed to ACUS Students ("ACUS
Actual Amount"). The first reconciliation shall occur [**] on or about each
[**], commencing on [**]; and the second reconciliation shall occur [**], on or
about each [**], commencing on [**].

2. If the ACUS Actual Amount at the time of the [**] Reconciliation,
or a Breach Reconciliation, exceeds the Estimate, COMPANY shall invoice AT&T for
the amount representing sum of the difference between the ACUS Actual Amount and
the Estimate (such sum herein referred to as the "ACUS Excess") multiplied by
[**]. COMPANY shall [**].

COMPANY shall invoice AT&T for the number of ACUS Membership [**]
the costs for each as stated herein, during the period between the [**]
Reconciliation and the [**] Reconciliation. This shall be done at the time of
the [**] Reconciliation.

3. If the ACUS Actual Amount is less than the Estimate at the time
of

AT&T CONFIDENTIAL AND PROPRIETARY

- 9 -
<PAGE> 12
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

the [**] Reconciliation, or at the time of a Breach Reconciliation, COMPANY
shall render a cash refund to AT&T for the dollar amount representing the sum of
the difference between the Estimate and the ACUS Actual Amount ("ACUS
Shortage"), multiplied by [**]. COMPANY shall [**] shall be [**] of the [**]
Reconciliation.

If COMPANY distributes ACUS Memberships during the period between
the [**] Reconciliation and the [**] Reconciliation, COMPANY shall invoice AT&T
on or about each [**], commencing on [**], the sum of [**] during this period.

F. Upon completion of COMPANY's fulfillment of all Half Memberships, as
defined in Attachment C hereto, or sooner if this Agreement is terminated due to
a breach of this Agreement, COMPANY shall [**] for each [**] and AT&T agrees to
pay COMPANY in accordance with the terms and conditions on Attachment D attached
hereto and made a part hereof.

G. All invoices pertaining to the COMPANY Offer are to be forwarded to
AT&T at the address set forth on Attachment D hereto. AT&T agrees to make all
payments in accordance with the terms and conditions as set forth on such
Attachment D.

AT&T CONFIDENTIAL AND PROPRIETARY

- 10 -
<PAGE> 13

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

SECTION IV

MARKETING AND PROMOTIONAL ARRANGEMENTS

A. Marketing Requirements

1. AT&T and COMPANY mutually agree to market the COMPANY Offer to
certain College Students [**] during the Term of this Agreement. The costs
associated with the marketing of the COMPANY Offer for a particular channel,
including, but not limited to, the price of all marketing materials, shall be as
mutually agreed by the parties.

COMPANY shall promote the COMPANY Offer by using a "Fee or Free", or
comparable, marketing campaign.

COMPANY shall use its best efforts to obtain various prizes and
premiums ("Premiums") from its MERCHANTS for utilization by AT&T and/or COMPANY
in connection with any on-campus tabling or marketing on AT&T's Web Site of the
COMPANY Offer. In exchange for the exposure any MERCHANT or MERCHANTS' name
receives which provide any Premiums used in connection with the marketing of the
COMPANY Offer, such Premiums shall be provided without cost to AT&T.

COMPANY and AT&T each have the right. upon prior written approval of
the other party, and subject to the provisions in this Section IV.A.2. and A.3.,
to market the products and/or services of any MERCHANT to AT&T/SA Members as
they relate to the COMPANY Offer, including any special Benefits a MERCHANT
wishes to offer only to AT&T/SA Members. The parties hereby agree, COMPANY shall
be required to only provide written notice to AT&T, not written approval, if
such marketing efforts (i) relate only to a specific MERCHANT Offer comprising
the COMPANY Offer; and (ii) do not bear any AT&T Marks, as defined below, or any
reference to the COMPANY Offer. Notwithstanding the foregoing, any COMPANY
marketing effort directed to COMPANY Members which are not participants in the
COMPANY Offer do not require AT&T notice or approval.

2. AT&T understands and agrees that all AT&T marketing efforts which
bear the COMPANY or any MERCHANTS' name, any COMPANY or any MERCHANTS'
trademarks or any reference to any of the MERCHANT Offers comprising the COMPANY
Offer are subject to review and approval by COMPANY. COMPANY represents and
warrants that it will obtain the proper authority to use any MERCHANTS' name,
trademarks and/or reference to any MERCHANT Offer for the purposes stated
herein. COMPANY agrees that it will review all such AT&T marketing materials in
a timely fashion and shall notify AT&T in writing of the

AT&T CONFIDENTIAL AND PROPRIETARY

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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

results of such review within [**] days of receipt of such materials. COMPANY
agrees that approval of the marketing materials shall not be unreasonably
withheld. [**] COMPANY agrees that [**].

3. COMPANY understands and agrees that all marketing efforts which
bear the AT&T trademarks, trade names, logos, color combination, insignia, or
other appropriate marks and slogans (collectively the "AT&T Marks") or any
reference to the COMPANY Offer, are subject to review and approval by AT&T. AT&T
agrees that it will review all such marketing materials in a timely fashion and
shall notify COMPANY in writing of the results of such review within [**] days
of receipt of such materials. AT&T agrees that approval of the marketing
materials shall not be unreasonably withheld. [**] AT&T agrees that [**].

COMPANY agrees to use its best efforts to cause its national
marketing partners to promote the COMPANY Offer in the materials such national
MERCHANTS produce to promote the Student Advantage Program. Such MERCHANTS may
also offer certain Benefits exclusively to AT&T/Student Advantage Members with
the usage of an AT&T Service, that is, Benefits may be Offered to AT&T/Student
Advantage Members which shall not be made available to COMPANY Members. In such
instances, any and all marketing materials which bear any AT&T Marks or any
reference to the COMPANY Offer are subject to AT&T's prior written review and
approval. COMPANY agrees to submit such marketing materials to AT&T and shall
cause each MERCHANT utilizing such marketing materials to obtain prior written
approval from COMPANY before utilizing any such materials. COMPANY agrees not to
permit any MERCHANT to use any AT&T Mark or promote the COMPANY Offer without
obtaining AT&T's prior written consent. AT&T shall review such marketing
materials in accordance with the above. COMPANY represents and warrants that any
such marketing materials which require customer specific Member Information, as
defined in Section IX.J., such as direct mail marketing pieces, shall not be
distributed by any MERCHANT; and agrees to distribute any such marketing
material itself.

4. A. [**].

B. License. AT&T hereby grants COMPANY a [**] non-exclusive
limited license to use the AT&T trademarks, trade names, logos, color
combination, insignia, or other appropriate marks and slogans (collectively the
"AT&T Marks"); provided, however that such use shall be limited to the Term of
this Agreement, shall be solely for the purpose of including AT&T Marks on the

AT&T CONFIDENTIAL AND PROPRIETARY

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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

AT&T/SA Membership Card and on the marketing materials relating to the COMPANY
Offer and only upon the receipt of AT&T approval pursuant to Section IV.A3.
above. COMPANY agrees that it shall, in no way, contest or deny the validity of,
or the right or title of AT&T or its affiliates in or to the AT&T Marks, and
shall not encourage or assist others directly or indirectly to do so, during the
Term of this Agreement and thereafter. In addition, COMPANY shall not utilize
the AT&T Marks in any manner which would diminish their value or harm the
reputation of AT&T.

COMPANY hereby grants AT&T a [**] non-exclusive limited license
to use the COMPANY trademarks, trade names, logos, color combination, insignia,
or other appropriate marks and slogans (collectively the "SA Marks"); provided,
however that such use shall be limited to the Term of this Agreement, shall be
solely for the purpose of including SA Marks on the AT&T/SA Membership Card and
on the marketing materials relating to the COMPANY Offer and only upon the
receipt of COMPANY approval pursuant to Section IV.2 above. AT&T agrees that it
shall, in no way, contest or deny the validity of, or the right or title of
COMPANY or its affiliates in or to the SA Marks, and shall not encourage or
assist others directly or indirectly to do so, during the Term of this Agreement
and thereafter. In addition, AT&T shall not utilize the SA Marks in any manner
which would diminish their value or harm the reputation of COMPANY.

In addition to placing the SA Marks on the AT&T/SA Membership
Card, COMPANY grants AT&T a [**] non-exclusive limited license to use the SA
Marks on an AT&T multi-purpose college/university student identification card,
if AT&T, in its sole and absolute discretion and subject to the resolution of
several implementation issues, decides to utilize a multi-purpose
college/university student identification card with the AT&T/Student Advantage
Program Capacity. If such a decision is made, the parties herein agree that such
co-logoed multi-purpose identification cards shall not be considered separate
and apart of the Minimum Purchase, but shall be included therein as part of the
total of AT&T's Minimum Purchase commitment and subject to the costs per Yearly
Membership set forth in Attachment D hereto.

C. Ownership of Marks. Ownership of Marks AT&T and COMPANY
understand and agree that except for the rights granted in Section lV.4.B
hereto, nothing in this Agreement creates any right, title or interest in the
names, logos, trade names or trademarks of the other Party, including each of
the MERCHANTS, and that use of the other Party's names, logos, trade names, or
trademarks including those of any MERCHANTS shall inure to the benefit of the
owner of such name, logo, trade names or trademarks.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 16
D. Exclusivity

1. COMPANY agrees that it shall not, prior to the expiration or
termination of this Agreement, enter into promotional or marketing activities
with respect to the Student Advantage Program or the AT&T/Student Advantage
Program with (a) any college or university, or (b) any company or business
entity primarily engaged in providing (1) the extension of uninsured credit
directly to consumers via credit cards; (2) intralata cellular
telecommunications services which originate and/or terminate in the United
States; (3) multi-purpose college/university student identification cards;
and/or (4) products or services similar to the AT&T Services as described in
(i), (ii), (iii), (iv), (v) or (vi) of the definition of AT&T Services.
COMPANY's existing Agreement with Teledata World Services, Inc. ("Teledata")
entered into in April, 1996 (the "Teledata Agreement"), whereby COMPANY utilizes
AT&T and MCI long distance telecommunications services purchased from Teledata
on COMPANY's pre-paid calling card is specifically excluded herefrom. If COMPANY
and AT&T enter into an Agreement whereby COMPANY utilizes AT&T Service for the
prepaid calling card capability on the COMPANY Card, as provided for in Section
1 (A) of Attachment C hereto, COMPANY represents and warrants that upon entering
negotiations with AT&T, it shall serve notice on Teledata of its intent to
terminate the Teledata Agreement and that ninety (90) days thereafter, the
Teledata Agreement shall terminate and COMPANY shall cease its relationship with
Teledata. COMPANY further represents and warrants that COMPANY has a contractual
right to terminate the Teledata Agreement as stated above. If AT&T cannot
provide the AT&T Service as provided for in Section 1 (A) of Attachment C
hereto, nothing herein shall preclude COMPANY from offering a pre-paid calling
card capability on its COMPANY Card utilizing the long distance service of a
third party telecommunications provider.

2. A. COMPANY hereby grants AT&T the right of first refusal to
replace any existing telecommunications MERCHANTS, including those which provide
cellular services, or credit card MERCHANTS in the Student Advantage Program.

B. COMPANY hereby grants AT&T the right of first refusal to
be the exclusive provider of Internet access and multichannel video programming
as a MERCHANT in its Student Advantage Program and in the AT&T/Student Advantage
Program, should COMPANY wish to provide such Benefits. If AT&T cannot offer such
services at competitive market terms, nothing herein shall preclude COMPANY from
utilizing the services of a third party provider. For purposes of this
Agreement, competitive market terms shall mean those terms which are of the
industry standard.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 17
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

C. COMPANY hereby grants AT&T the right of first refusal to
act as the exclusive provider as a MERCHANT of any new products or services
within the areas of telecommunications, multi-purpose college/university student
identification cards or credit cards. If AT&T does not offer such products
and/or services or cannot provide such products and/or services at competitive
terms, nothing herein shall preclude COMPANY from utilizing the services of a
third party provider.

AT&T shall have [**] to make an offer to COMPANY for the products
and/or services set forth in Sections IV.A.4.D.2.B. and C. above.

D. COMPANY hereby grants AT&T the right of first refusal to be the
exclusive provider as a MERCHANT in the following product categories: (i) Dial-1
Long Distance Service; (ii) credit cards; and (iii) direct billed calling cards.

3. During the Term of this Agreement, COMPANY shall not allow any third
party to offer a Student Advantage Program membership to College Students free
of charge as an incentive or through any promotion, with the exception of
COMPANY's current marketing programs with The Princeton Review, Delta Air lines,
Inc. and Novus Services, Inc.; provided, however, that COMPANY shall not extend
or renew such programs beyond their current terms. Nothing contained herein
shall preclude COMPANY from allowing a third party to offer a Student Advantage
Program membership to high school students free of charge as an Incentive or
through a promotion; provided, however, COMPANY shall not grant such third party
any type of exclusivity that would preclude AT&T from extending the COMPANY
Offer or similar offer to high school students free of charge.

4. It is understood by AT&T and excepted from this Exclusivity Clause,
that various College Student associations (an "Association") may offer a Student
Advantage Membership for no additional charge if a student joins such an
Association and pays an Association membership fee; provided, however, that
COMPANY shall not allow any such Association to promote, advertise or market the
Student Advantage Membership as "free", at "no charge" or to use any similar
language and shall require that any such Association dearly state that the
Student Advantage Membership is included as part of the Association's membership
fee.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 18
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

5. Subject to Section IV.D.1. herein, COMPANY may market memberships in
its Student Advantage Program to high school and College Students at the
suggested retail price of twenty dollars ($20.00) per academic year. It is
understood by the parties herein that the price per academic year [**] per
academic year.

SECTION V

TERM, RENEWAL AND TERMINATION

A. Term

This Agreement is effective on the Effective Date, and shall expire
June 1, 2000 (the "Initial Term"), unless earlier terminated as provided in this
Agreement.

AT&T shall have an option to renew this Agreement for an additional
two (2) year term at substantially the same terms, and with no more than a [**]
to the cost of each Yearly Membership and ACUS Membership. AT&T shall notify
COMPANY in writing of its intent to exercise such option no sooner than March 1,
1999 and no later than June 1, 1999.

B. Termination

1. AT&T may terminate this Agreement at any time during the Term
hereof if Raymond Sozzi either (i) ceases to be employed by COMPANY as
President, or in a comparable position, or (ii) no longer maintains a minimum of
five percent (5.00%) ownership interest in COMPANY. Written notice of such
occurrence must be given to AT&T within thirty (30) days of such occurrence and
if AT&T Chooses to exercise this option, AT&T shall so notify COMPANY in
writing. All obligations between the parties shall continue until [**] in which
the termination occurs, at which time, all obligations and liabilities,
including those relating to the Minimum Purchase and the costs set forth in
Section D of Attachment D shall cease and terminate in accordance herewith.

AT&T may terminate this Agreement without cause on at least one
hundred twenty (120) days' prior written notice to COMPANY without further
obligation or liability to COMPANY, except for AT&T's obligation to pay COMPANY
the costs set forth in Section D of Attachment D hereto for the remainder of the
Initial

AT&T CONFIDENTIAL AND PROPRIETARY

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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

Term. The parties understand and agree that AT&T's total obligation to pay the
costs in Section D of Attachment D hereto shall not exceed [**]. All other
obligations between the parties shall cease and terminate in accordance
herewith. Notwithstanding the foregoing, if AT&T terminates this Agreement
during [**], all obligations between the parties shall continue until [**] in
which the termination occurs.

2. Either Party may terminate this Agreement in the event that the
other Party materially breaches this Agreement and fails to cure such breach
within [**] days after receipt of written notice of such breach from the
non-breaching Party identifying the breach and requiring that it be remedied.

Notwithstanding the foregoing, COMPANY acknowledges that all
Memberships fulfilled in connection with the COMPANY Offer which have not
expired shall be honored and remain in effect and shall not be affected in any
way by this Termination Section.

SECTION VI

CONFIDENTIALITY AND PROTECTION OF INFORMATION

A. Except as otherwise provided in this Agreement, any Information that is
furnished, made available, or otherwise disclosed by one Party ("Disclosing
Party") to the other Party ("Receiving Party") in consequence of the existence
of this Agreement, shall be deemed and remain the property of the Disclosing
Party.

B. Unless Information was previously known to the Receiving Party free of
any obligation to keep it confidential, or has been or is subsequently made
public by any act not attributable to the Receiving Party, or has been agreed by
the Disclosing Party in writing not to be regarded as confidential, and if the
Information is marked as "confidential" or "proprietary" by an appropriate
stamp, mark, or label thereon, or if orally disclosed, summarized in writing by
the Disclosing Party, stamped or marked as "confidential" or "proprietary" and
delivered to the Receiving Party within ten (10) business days after such
disclosure, it shall be deemed Confidential Information of the Disclosing Party
and shall be held in confidence by the Receiving Party and shall be disclosed by
the Receiving Party only to those of its employees who have a need for such
Confidential Information to carry out this Agreement.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 20
Except as the Parties may otherwise agree in writing, Confidential Information:
(a) shall be used only for the purpose of performing under this Agreement; (b)
shall not be reproduced or copied, in whole or in part, except as necessary for
use as authorized herein; and (c) shall, together with any copies thereof, be
returned or destroyed when no longer needed or upon the termination or
expiration of this Agreement, whichever occurs first.

C. Confidential Information may be provided to third parties only upon
written authorization of the Disclosing Party. Any third party to which
Confidential Information is provided pursuant to such authorization of the
Disclosing Party must agree in writing (a copy of which writing will be
furnished to the Disclosing Party at its request) to the conditions respecting
use of Confidential Information contained in Section VI (A) through (E) of this
Agreement.

D. The Receiving Party shall give prompt notice to the Disclosing Party of
any demand by any third party to provide Confidential Information under lawful
process prior to furnishing Confidential Information, and shall cooperate in
seeking reasonable protective arrangements requested by the Disclosing Party. In
addition, the Receiving Party may provide Confidential Information of the
Disclosing Party requested by a government agency having jurisdiction over the
Receiving Party, provided prompt notice of such request is given to the
Disclosing Party and that the Receiving Party uses its best efforts to obtain
protective arrangements satisfactory to the Disclosing Party, and provided
further that the Disclosing Party may not unreasonably withhold approval of the
protective arrangements.

E. The Disclosing Party shall have the right to demand, upon unauthorized
disclosure of any Confidential Information by the Receiving Party to a third
party, the return of all Confidential Information disclosed to the Receiving
Party, and that the Receiving Party use its reasonable efforts to obtain the
return from the third party of all Confidential Information improperly
disclosed, in addition to any other legal or equitable remedies the Disclosing
Party may have.

F. The Parties acknowledge that the terms of this Agreement constitute
Confidential Information that may be considered proprietary by either or both
Parties, and agree to limit distribution of this Agreement to those individuals
in their respective organizations with a need to know the contents of this
Agreement.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 21
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

SECTION VII

INDEMNIFICATION

A. To the extent not prohibited by law, each Party ("Indemnifying Party")
shall defend, indemnify and hold harmless the other Party ("Indemnified Party")
against any loss, cost, claim, liability, damage or expense (including
reasonable attorneys' fees) relating to or arising out of:

1. the negligence or misconduct of the Indemnifying Party, its
employees, agents, or contractors in the performance of this Agreement,
Including without limitation with respect to provision of the underlying service
to customers ("AT&T Service" in the case of AT&T, and the products supplied by
any MERCHANT or the products and/or services provided by COMPANY in the case of
COMPANY); or

2. any failure of performance by the Indemnifying Party of its
obligations under this Agreement; PROVIDED, however, that the liability of the
Indemnifying Party for any loss, cost, claim, injury, liability, damage, or
expense (including reasonable attorneys' fees), relating to or arising out of
any act or omission (not involving gross negligence or knowing and willful
misconduct) by the Indemnifying Party or its employees, agents, or contractors
will be limited to the amount of the [**] actually incurred as a result of such
act or omission.

B. In addition, to the extent not prohibited by law, COMPANY shall
indemnify AT&T for any loss, cost, claim, liability, damage and expense
(including reasonable attorneys' fees) relating to or arising out of any
MERCHANTS' activities related to performance of this Agreement.

C. In addition, COMPANY agrees to, at all times, defend, Indemnify and
hold AT&T, its affiliates, subsidiaries, franchisees and the officers,
directors, agents and employees of each harmless from and against any and all
Loss arising out of or based on: any claims, actions or proceedings, and any
appeal, for libel, slander, invasion of privacy, infringement of copyright or
license, piracy, plagiarism, idea misappropriation or unfair or improper trade
practices or other wrongful business conduct, including, without limitation,
conduct in violation of the laws and regulations of the Federal Trade Commission
and analogous state agencies, by reason of: (a) the use of the Student Advantage
Marks approved by COMPANY pursuant to this Agreement in the broadcast, telecast
or publication of promotional materials used in connection with the AT&T/Student
Advantage Program or AT&T's marketing of the COMPANY Offer; or (b) COMPANY
supplied broadcast, telecast or publication of promotional materials used in
connection with the AT&T/Student Advantage Program or the COMPANY Offer.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 22
D. The Indemnifying Party shall defend any action or suit brought against
the Indemnified Party for any loss, cost, claim, liability, damage or expense
including reasonable attorneys' fees relating to or arising out of the
performance of this Agreement. The Indemnified Party shall notify the
Indemnifying Party promptly in writing of any written claims, lawsuits or
demands for which the Indemnified Party alleges that the Indemnifying Party is
responsible under this Section VII. The Indemnified Party shall cooperate in
every reasonable manner with the defense or settlement of such claim, demand, or
lawsuit the Indemnifying Party shall not be liable under this Section VII for
settlement by the Indemnified Party of any claim, demand or lawsuit unless the
Indemnifying Party has approved the settlement in advance or unless the defense
of the claim, demand or lawsuit has been tendered to the Indemnifying Party in
writing and the Indemnifying Party has failed promptly to undertake the defense.

E. No claims for indemnity under this Section VII hereof may be made more
than two (2) years after the right to recover under the foregoing indemnity
provisions arise.

SECTION VIII

LIMITATION OF LIABILITY

A. Except as set forth in Section VII hereof, the liability, if any, of
either Party to the other for any loss, cost, claim, injury, liability, damage
or expense (including reasonable attorneys' fees) arising out of in the
performance of or failure to perform its obligations under this Agreement shall
be limited to the amount of direct damages actually incurred. EXCEPT AS PROVIDED
IN SECTION VII B HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

B. No claim under this Section VIII, or any other claims with respect to
this Agreement, may be made more than two (2) years after the date of the event
giving rise to such claim; provided, however, that claims for indemnity under
the provisions of Section VII hereof may be made within two (2) years after the
right to recover under such indemnity provisions arises.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 23
SECTION IX

OTHER TERMS AND CONDITIONS

A. Governing Law

This Agreement shall be deemed to be a contract made under the laws
of the State of New York, and the construction, interpretation and performance
of this Agreement shall be governed by the laws of such State.

B. Responsibilities Of Each Party

Each Party is an independent contractor, and has and hereby retains
the right to exercise full control of and supervision over its own performance
of its obligations under this Agreement and retains full control over the
employment, direction, compensation and discharge of all employees assisting in
the performance of such obligations.

C. Force Majeure

Neither Party shall be liable for any delay or failure in
performance of any part of this Agreement caused by a force majeure condition,
including fires, strikes, embargoes, explosions, power blackouts, earthquakes,
volcanic actions, floods, wars, water, the elements, labor disputes, civil
disturbances, government requirements, civil or military authorities, acts of
God or a public enemy, inability to secure raw materials, inability to obtain
transportation facilities, acts or omissions of transportation common carriers
or other causes beyond its reasonable control, whether or not similar to the
foregoing conditions. If any force majeure condition occurs, the Party whose
performance fails or is delayed because of such force majeure condition shall
give prompt notice to the other Party, and upon cessation of such force majeure
condition, shall give like notice and commence performance hereunder as promptly
as reasonably practicable.

D. Governmental Compliance

Each Party shall comply with all applicable federal. state, country
and local laws, regulations and codes and obtain permits and certificates where
needed.

E. Certain State And Local Taxes

Any state or local excise, sales, or use taxes (excluding any taxes
on income) resulting from the performance of this Agreement shall be borne by
the Party upon which the obligation for payment is imposed under applicable law,
even

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 24
If the obligation to collect and remit such taxes Is placed upon the other
Party. Any such taxes shall be billed as separate items on applicable billing
documents between the Parties. To the extent permitted by applicable law, the
Party so obligated to pay any such taxes may contest the same in good faith and
shall be entitled to the benefit of any refund, provided that such Party cannot
permit any lien to exist on any assets of the other Party by reason of any such
contest.

F. Publicity And Filings

The Parties shall mutually agree upon the content of any public
announcement that they may deem appropriate concerning this Agreement. Subject
to the provisions of the section entitled Confidentiality and Protection of
Information, the foregoing sentence shall in no way prevent either Party from
supplying such information or making such statements relating to this Agreement,
as may be required by any competent governmental authority, or as either Party
may consider necessary in order to satisfy its legal obligations. It is
understood that applicable law may require the Parties to file this Agreement
with governmental authorities. The Parties shall undertake, to the extent
permitted by applicable law, to protect the proprietary nature of certain
provisions of this Agreement as agreed by the Parties when making such filings.

G. Amendments; Waivers

Except as otherwise provided in this Agreement, no amendment or
waiver of any provision of this Agreement, and no consent to any default under
this Agreement, shall be effective unless the same is in writing and signed by
an officer of the Party against whom such amendment, waiver or consent is
claimed. In addition, no course of dealing or failure of a Party strictly to
enforce any term, right or condition of this Agreement shall be construed as a
waiver of such term, right or condition.

H. Notices

Unless otherwise provided herein, all notices, requests and other
communications required or provided for hereunder shall be in writing (including
telecopy or similar teletransmission or writing) and shall be given at the
following addresses:

AT&T CONFIDENTIAL AND PROPRIETARY

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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

(1) If to COMPANY:

President
Student Advantage, L.L.C.
321 Columbus Avenue
Boston, Massachusetts 02116
Fax: 617-266-8882

(2) If to AT&T:

District Manager
AT&T College MSO
AT&T
295 North Maple Avenue, 7127L1
Basking Ridge, New Jersey 07920
Fax: 908-221-7824

Any such notice, request or other communication shall be effective (i) if given
by mail, upon the earlier of receipt or the third business day after such
communication is deposited in the United States mails, registered and certified,
with first class postage prepaid, addressed as aforesaid or (ii) if given by any
other means including, without limitation, by air courier, when delivered at the
address specified herein. COMPANY and AT&T may change its address for notice
purposes by notice to the other Party in the manner provided herein.

I. Assignment

No assignment of this Agreement shall be made by either party
without the written consent of the other party; provided, however, that such
consent is not required when the proposed assignment is to be made to any
parent, subsidiary or parent, affiliate or successor of AT&T. [**]. In the event
of any other assignment made with the written consent of the other party, the
assignee shall assume all liability of the assignor.

J. Exchange of Information

At various times during the Term of this Agreement, AT&T shall [**].
COMPANY may use such information only for (I) its own internal analytical
purposes for the

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 26

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

purpose of providing limited redemption information to MERCHANTS as indicated
below; (ii) the purpose of marketing the products and/or services of a MERCHANT
or special MERCHANT offer as provided for in Section IV.A.1. herein; and (iii)
purposes of storing and providing the information to AT&T as indicated below.
Such information shall be considered confidential and proprietary and subject to
the terms and conditions set forth in Section VI of this Agreement.

AT&T shall use reasonable business efforts to obtain each Members' (i)
first and last name; (ii) name of its college or university; (iii) Member's
address at school; (iv) number of year(s) in attendance at such college or
university; (v) residence address; (vi) school and residence telephone numbers;
and (vii) E-mail address. In addition, AT&T shall supply (i) a channel code;
(ii) a product indicator; and (iii) address indicator (collectively, the "Member
Information"). In addition, AT&T, in its sole and absolute discretion, may
collect: (i) Members' type of degree (2-year, 4-year or graduate); (ii) whether
Member is a full or part-time student; (iii) year of graduation; and (iv)
whether Member lives on-campus or off-campus while attending its college or
university (collectively, "Additional Member Information"). It is expressly
understood and agreed that the Member Information and Additional Member
Information shall not contain any usage information, that is, it shall not
contain or in any way indicate the frequency at which a Member has utilized, or
the amount of usage a Member has generated with respect to, an AT&T Service. The
Member Information and Additional Member Information AT&T provides COMPANY is
based upon the Information a College Student discloses to AT&T and therefore, it
is understood by COMPANY, that such information may be incomplete or inaccurate.

At anytime during the Term hereof, AT&T shall have the right to utilize
the Member Information and Additional Member Information in the COMPANY Database
for marketing and analytical purposes. Within thirty (30) days of AT&T's
request, COMPANY shall provide AT&T with the requested data. [**], COMPANY shall
provide AT&T,[**]. AT&T shall [**].

COMPANY shall not sell, lease or distribute the information
contained in the COMPANY Database to any third party, nor shall COMPANY permit
any third party access to the COMPANY Database. Notwithstanding the foregoing,
the parties agree that COMPANY may provide MERCHANTS with analytical information
consisting only of the number of Members which have utilized a particular
MERCHANT Offer, the GROUP Offer, or which are participating in the COMPANY
Offer. It is expressly agreed that such analytical information provided to
MERCHANTS shall not be in any way customer specific by indicating any Members'
name, address or telephone number, or distinguished by the type of AT&T
Service(s). Further, the information provided to MERCHANTS shall not indicate
that any Member is an AT&T Customer. In addition, COMPANY may provide a MERCHANT
with the names, addresses and telephone numbers only of Members which have
redeemed the particular MERCHANT's Offer; provided, however, that such
information may only be provided upon COMPANY's demonstration that a written
Agreement exists between the MERCHANT and COMPANY which requires such Member
Information to be kept confidential pursuant to the terms and conditions of
Section VI hereof, not distributed, sold or leased to any third party and
returned to COMPANY upon the earlier of the termination or expiration of either
this Agreement or the Agreement between COMPANY and the MERCHANT.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 27
COMPANY shall use its best efforts to obtain redemption information,
including, but not limited to, usage and related statistical data pertaining to
the COMPANY Offer, accrued by MERCHANTS and shall supply AT&T with all such
redemption information it receives. Such redemption information shall be
considered confidential and proprietary and subject to the terms and conditions
of Section VI hereof.

K. No Rights To Third Parties

This Agreement shall not be deemed to provide third parties with any
remedy, claim, right of action or other right.

Subject to the above restrictions, the provisions of this Agreement
shall be binding upon and shall inure to the benefit of the Parties and their
permitted assigns and successors.

L. Entire Agreement

This Agreement constitutes the entire agreement between the Parties
concerning the subject matter hereof. Any prior agreements, representations,
statements, negotiations, understandings, proposals and undertakings, oral or
written, with respect to the subject matter expressly set forth in herein, not
heretofore terminated, are hereby terminated.

M. Survival of Obligations

Any liability or obligation of a Party to the other Party for acts
or omissions prior to the cancellation or termination of this Agreement, any
obligation of a Party under the provisions of the section entitled
Indemnification, Confidentiality and Protection of Information, Limitation of
Liability and any other provisions of this Agreement which, by their terms are
contemplated to survive (or to be performed after) termination of this
Agreement, including, but not limited to, the provisions pertaining to the
Breach Reconciliation and any payment and/or refund provisions set forth in
Section III hereto, shall, in each case, survive cancellation or termination
hereof.

N. Executed In Counterparts

This Agreement may be executed in any number of counterparts, each
of which shall be an Original; but such counterparts shall together constitute
one and the same instrument.

O. Headings

AT&T CONFIDENTIAL AND PROPRIETARY

- 25 -
<PAGE> 28
The headings of Articles and Sections of this Agreement have been
inserted for convenience of reference only, and are not to be considered a part
hereof, and will in no way define, modify or restrict the meaning or
interpretation of the terms or provisions of this Agreement.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 29
IN Witness WHEREOF, the Parties have executed this Agreement through their
authorized representatives.

STUDENT ADVANTAGE, L.L.C.

By: /s/ Raymond V. Sozzi, Jr.
--------------------------------------
Name

President
--------------------------------------
Title

5/22/97
--------------------------------------
Date Signed

AT&T COMMUNICATIONS, INC.

By: /s/ G.J. McGovern
--------------------------------------
Name

Executive VP-Consumer Markets Division
--------------------------------------
Title

5/19/97
--------------------------------------
Date Signed

AT&T CONFIDENTIAL AND PROPRIETARY

- 27 -
<PAGE> 30
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

ATTACHMENT C

COMPANY OFFER AND FULFILLMENT OBLIGATIONS

1. (A) (i) Commencing on February 1, 1997 through and including May 1,
1997, COMPANY shall provide to AT&T for certain Customers attending college, and
which meet the Qualifications with a free membership ending on August 31,1997 in
COMPANY's Student Advantage Program ("Half Membership"); and (ii) commencing on
August 1, 1997 and continuing through the remainder of the Term of this
Agreement, COMPANY shall provide to AT&T for certain Customers attending
college, and which meet the Qualifications, and certain ACUS Students, with a
free membership that is valid for the entire current academic year through
August 31st of each academic year, in the AT&T/Student Advantage Program
("Yearly Membership"), each of which membership enables any Customer that
presents an AT&T/Student Advantage Membership Card ("Co-logoed Card") or
COMPANY's Student Advantage Membership Card ("COMPANY Card"), as applicable, at
the MERCHANTS' locations, to receive a percentage discount ranging from [**], or
a monetary discount, off of certain products or services offered by MERCHANTS,
or free merchandise with purchase at MERCHANTS' locations (each offer,
individually, a "MERCHANT Offer"; collectively, a GROUP Offer"). The Half
Membership and Yearly Membership shall collectively be referred to as the
COMPANY Offer.

Yearly Memberships shall initially be provided to all of AT&T's current
Universal Card Customers and Direct Billed Calling Card Customers which meet the
Qualifications. AT&T shall determine a Customer's eligibility based on
information contained in its own database. AT&T shall [**].

As of the Effective Date of this Agreement, the COMPANY Card has a
pre-paid calling card capability. If COMPANY continues to offer this capability
as an Option on its COMPANY Card, on or before March 1, 1997, and every March
1st during the Term hereof, COMPANY hereby grants AT&T the right of first
refusal to provide AT&T Service to COMPANY for such capability at competitive
market terms. During the Term of this Agreement, AT&T, in its sole and absolute
discretion, reserves the right to place or withdraw a pre-paid calling card
capability on the Co-logoed Card utilizing AT&T Service. AT&T shall reimburse
COMPANY for any incremental costs incurred by COMPANY as a result of AT&T's
decision to place or withdraw a prepaid calling card capability on the Co-logoed
Card.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 31
(B) AT&T, at its expense and in its sole and absolute discretion,
may provide each College Student wishing to participate in the COMPANY Offer
with a temporary Student Advantage membership card. Such temporary membership
card shall be valid for approximately one (1) month and each temporary
membership card shall state the specific validation dates. If AT&T subsequently
determines that a Customer does not meet the Qualifications, AT&T shall so
notify such Customer. COMPANY shall provide such temporary Student Advantage
memberships to AT&T without charge, however AT&T shall assume the cost related
to the design and production of such temporary membership cards.

(C) All costs associated with the design, development and printing
of the COMPANY Card for the COMPANY Offer shall be the sole responsibility of
COMPANY. AT&T, at its expense, shall design and develop the Co-logoed Card for
the COMPANY Offer, such design being subject to COMPANY's written approval
pursuant to the terms and conditions set forth in Section IV A.2 of this
Agreement. COMPANY, at its expense, shall print such Co-logoed Card. For
purposes of this Agreement, the Customers participating in the COMPANY Offer
shall be referred to as "Members". A majority of the type of discount and a
listing of the MERCHANTS available to those Members participating in the
AT&T/Student Advantage Program are set forth in that certain Directory Guide
entitled "AT&T - Student Advantage National Directory" incorporated herein by
reference and made a part hereof and as may be amended from time to time. A
majority of the type of discount and listing of the MERCHANTS available on a
national basis to those Members participating in the Half Membership are set
forth in a directory guide entitled "Student Advantage Welcome Package" printed
at COMPANY's expense. Both directory guides referred to herein (collectively
referred to as the "Directory Guide") shall contain the majority of MERCHANT
Offers available at the national level and a sampling of the MERCHANT Offers
available on a local level to Members at the time of membership or participation
in the COMPANY Offer. COMPANY, at its expense, shall inform Members, either via
its web site or direct mail piece(s), of all new MERCHANT Offers subsequent to
the publication of the Directory Guide. Each MERCHANT Offer shall be exclusive
of any additional verification that the individual presenting the Co-logoed Card
or COMPANY Card, as applicable, is a member of the AT&T/Student Advantage
Program or the Student Advantage Program. This provision does not preclude
MERCHANTS from also requiring the presentation of a valid college identification
card.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 32
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

(D) Renewals for subsequent free Yearly Memberships shall be
automatic if a Member retains its College Student status and possess the
Qualifications [**]:

(i) [**];

(ii) [**]

(iii) [**].

AT&T, in its sole and absolute discretion, may also offer certain
ACUS Students retaining the ACUS Student status a subsequent free one (1) year
renewal. AT&T, in its sole and absolute discretion, shall determine the terms of
eligibility of each of the Members for such renewals. AT&T, in its sole and
absolute discretion, reserves the right to modify the Qualifications, subject to
the prior written approval of COMPANY.

On or before [**], and on or before every [**] of each subsequent
year, AT&T shall supply COMPANY with the Member Information of those Customers
eligible for renewal Yearly Memberships and COMPANY agrees to provide a Yearly
Membership to each such Customer in accordance herewith.

2. The Term of this Agreement is February 1, 1997 to June 1, 2000.

3. College Students wishing to participate in the COMPANY Offer may
contact COMPANY directly via a toll-free telephone number established and
maintained by COMPANY, currently 800-333-2920. If COMPANY, in its sole and
absolute discretion, determines that a toll-free telephone number for purposes
exclusive to the COMPANY Offer is necessary, it shall so establish, maintain and
communicate to customers such toll-free telephone number. COMPANY shall provide
Customers wishing to participate herein with AT&T's toll-free telephone number,
800-654-0471 and instruct each such College Student to contact AT&T directly.
Alternatively, certain College Students may also contact AT&T directly via
returning to AT&T a completed application provided to certain College Students
by AT&T via direct mail marketing materials or as distributed on college
campuses. AT&T, in its sole and absolute discretion, shall determine the
eligibility of the applying College Student(s). If a College Student does not
qualify for the COMPANY Offer. AT&T shall so notify such non-qualifying student
within [**] days of application receipt COMPANY expressly represents and
warrants that it has no

AT&T CONFIDENTIAL AND PROPRIETARY

- 30 -
<PAGE> 33
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

authority to perform telemarketing duties on behalf of AT&T or to provide
information about AT&T or any AT&T service pursuant to this Agreement and as
such, such information shall not be provided and no outbound telemarketing
services shall be performed by COMPANY.

4. Upon AT&T's determination of a Customers eligibility for
participating in the COMPANY Offer, AT&T shall, on an as needed basis, but no
more frequent than [**] and no less frequent than [**], provide COMPANY, via a
mutually agreed upon electronic format, with the Member Information for each
qualified College Student COMPANY needs to fulfill the COMPANY Offer. AT&T shall
provide such information to COMPANY commencing on or before September 1, 1997
and shall continue throughout the Term of this Agreement. Within [**] days of
receiving the Member Information from AT&T, COMPANY shall distribute to each
Member receiving a Yearly Membership: (i) a co-logoed Welcome Letter, (ii) the
Co-logoed Card, (iii) a Directory Guide, applicable to the Yearly Membership, of
MERCHANTS and up to two (2) promotional/advertising inserts placed on the inside
covers of the applicable Directory Guide promoting AT&T products and services,
(iv) promotional one-time offers from COMPANY, and, in applicable market areas,
(v) a listing of local MERCHANTS relevant to the college or university that the
Member attends ("Yearly Fulfillment Kit") via third class US Mail. It is
expressly understood and stated that the Yearly Fulfillment Kit for an ACUS
Membership ("ACUS Fulfillment Kit") shall not contain a Directory Guide, this,
however, shall not preclude Members from participating in any MERCHANT Offer.
COMPANY shall distribute to each of the Members receiving a Half Membership
("Half Fulfillment Kit") (i) a Cologoed Welcome Letter, (ii) the Co-logoed Card,
and (iii) a directory guide entitled Student Advantage Welcome Package, listing
the national MERCHANTS. The Yearly Fulfillment Kit, Half Fulfillment Kit and
ACUS Fulfillment Kit shall collectively be referred to as the "Fulfillment Kit".
COMPANY shall design, develop and print the components of the Fulfillment Kit,
except the Co-logoed Card and the promotional/advertising inserts for AT&T
products and services, both of which AT&T shall design and develop, and shall
distribute one (1) Fulfillment Kit to each Member. AT&T shall [**]. If both
parties agree [**] in accordance with this Agreement [**]. COMPANY shall direct
such invoice to the address as set forth on Attachment D hereto.

5. Members may take advantage of any MERCHANT Offer as often as
Member chooses during the Term of this Agreement provided that Member complies
with all terms and conditions listed In this Attachment C.

AT&T CONFIDENTIAL AND PROPRIETARY

- 31 -
<PAGE> 34
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

6. As stated in Section VII B hereof, AT&T shall have no liability
for, and COMPANY shall indemnity AT&T for, any claims against AT&T related to
the activities of any of the MERCHANTS.

7. COMPANY shall be directly responsible for any MERCHANTS' breach
of this Agreement, including, but not limited to, any MERCHANTS' failure to
fulfill a MERCHANT Offer. Should any Member be unsatisfied with any product,
service and/or discount in connection with the GROUP Offer or the COMPANY Offer,
such Member may contact COMPANY directly via the toll-free telephone number
established and maintained by COMPANY, as stated herein, and COMPANY shall use
its best efforts to remedy the complaint of the Member. The toll free telephone
number for this purpose shall be distributed to Members in the Fulfillment Kit.
On a weekly basis, COMPANY shall provide to AT&T the name and telephone number
of each Member which has registered a complaint, the nature of each complaint
and the resolution of each complaint. Upon AT&T's request, COMPANY shall
establish and maintain a different toll-free telephone number for all purposes
relating to the COMPANY Offer and upon its establishment, COMPANY shall commence
distribution of such new telephone number in all Fulfillment Kits issued.

8. Nothing contained herein shall preclude COMPANY from marketing
its one (1) year Student Advantage Program through COMPANY's existing channels;
provided, however, that COMPANY shall not market the Student Advantage Program
for less than twenty dollars ($20.00) per academic year, [**] as provided for
herein. Further, COMPANY shall [**].

9. COMPANY shall provide AT&T on a monthly basis with information
mutually agreed upon by the Parties relating to the COMPANY Offer and the GROUP
Offer.

10. COMPANY, with the assistance of AT&T, shall develop a training
program to provide its employees and the employees of all MERCHANTS with
training about the COMPANY Offer, the COMPANY's fulfillment responsibilities and
use of the COMPANY Card and Co-logoed Card, as applicable. COMPANY shall use its
best efforts to insure that all such employees will have the requisite knowledge
to fulfill COMPANY's responsibilities hereunder in a timely and professional
manner.

11. COMPANY, at its expense, will provide certain co-logoed Point of
Sale and training materials as mutually agreed by the parties.

AT&T CONFIDENTIAL AND PROPRIETARY

- 32 -
<PAGE> 35
12. AT&T, at its cost, shall insert and display the COMPANY Offer,
and include a direct link to the World Wide Web site or COMPANY, on its World
Wide Web Site at "http://www.att.com/college" on or about the Effective Date
hereof. The COMPANY Offer and the direct link shall be removed from the website
on or about the date of termination or expiration of this Agreement on or about
the Effective Date hereof, COMPANY, at its expense, shall insert and display the
COMPANY Offer, and include a direct link to the World Wide Web site of AT&T, on
its World Wide Web Site at "hppt://www.studentadvantage.com" and shall remain
inserted and linked until the termination or expiration of this Agreement. The
form and content of both AT&T's and COMPANY's Web Site insertions shall be
subject to the terms and conditions of Section IV of this Agreement.

13. Except for the promotional expenses referred to in Section 12 of
this Attachment C and in Section IV of this Agreement and the payment
obligations set forth in Sections 1 and 4 of this Attachment C and in Attachment
D hereto, the COMPANY Offer and all offer fulfillment obligations set forth
herein shall be provided at no cost to AT&T or any AT&T/SA Member.

AT&T CONFIDENTIAL AND PROPRIETARY

- 33 -
<PAGE> 36
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

ATTACHMENT D

AT&T PAYMENT OBLIGATIONS

AT&T agrees to pay COMPANY the following:

A. [**] for each Half Membership comprising the COMPANY Offer
purchased by AT&T in accordance with this Agreement. This cost includes all
fulfillment costs, including the cost of mailing the Half Fulfillment Kit to the
Member.

B. The applicable sum for each Yearly Membership, excluding ACUS
Memberships, purchased by AT&T pursuant to this Agreement shall be in accordance
with the following chart:

NUMBER OF YEARLY MEMBERSHIPS PER AT&T's COST
ACADEMIC YEAR

[**] [**]

This cost includes payment COMPANY incurs for the printing of the
Co-logoed Card.

C. [**] for each ACUS Membership purchased by AT&T pursuant to this
Agreement.

D. [**], per academic year, AT&T shall [**] per academic year. Such
payment shall be made on a yearly basis prior to the end of the each academic
year and shall be in addition to the cost per Yearly Membership as stated above.

AT&T CONFIDENTIAL AND PROPRIETARY

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<PAGE> 37
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

E. AT&T and COMPANY agree to develop [**] should COMPANY [**] by AT&T, the
[**] to COMPANY at the end of [**]. The parties agree to [**], the terms and
conditions of which [**].

COMPANY shall render an invoice on the dates set forth in Section III of
this Agreement, as applicable, showing the amount(s) due for Sections A, B, C
and D above and for the distribution costs as set forth in Section 4 on
Attachment C and AT&T shall pay such COMPANY invoice(s) thirty (30) days
following receipt. Invoices shall be directed to:

AT&T
Finance Manager
Room 6118F2
295 North Maple Avenue
Basking Ridge, NJ 07920

AT&T CONFIDENTIAL AND PROPRIETARY

- 35 -

<PAGE> 1
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

EXHIBIT 10.8

MARKETING AGREEMENT
BETWEEN
AT&T CORP.
AND
STUDENT ADVANTAGE, LLC

This Marketing Agreement (the "Agreement"), effective February 1, 1998
(the "Effective Date") is made and entered into by and between AT&T Corp., a New
York corporation on behalf of itself and its affiliates, and Student Advantage,
L.L.C., a Delaware limited liability company on behalf of itself and its
affiliates. This Agreement is in addition to, and shall co-exist with the
agreement between AT&T Communications, Inc. ("AT&T") and Student Advantage,
L.L.C. ("COMPANY") dated February 1, 1997 (the "Member Agreement"), which is
attached hereto for reference as Exhibit 1.

In consideration of the mutual promises and understandings set forth in
this Agreement and those contained in the Member Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

Unless otherwise provided for herein, capitalized terms shall have the
same definitions as set forth in the Member Agreement. The following definitions
will apply to all Sections, Exhibits or Appendices of this Agreement, unless
otherwise defined in the text of this Agreement:

1.1 "Affiliate" means: (i) an entity or person having an ownership interest in a
party of more than fifty (50) percent; or (ii) an entity or person in which a
party has an ownership interest of more than fifty (50) percent; or (iii) an
entity or person having more than a fifty (50) percent ownership interest in an
Affiliate as defined in (i) or (ii); or (iv) an entity in which an Affiliate as
defined in (i) or (ii) has an ownership interest of more than fifty (50)
percent.

CONFIDENTIAL
<PAGE> 2
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

1.2 "AT&T Direct Billed Calling Card" or "DBC Card". Shall mean an account
provided to a customer by AT&T that permits such customer to make local,
intraLATA toll, domestic long distance and international telecommunications
calls that will be directly billed to the customer, and such account number is
printed on an AT&T branded or co-branded card. These calls are not linked to a
customer's main billed account for a particular residential BTN. For purposes of
this Agreement,

1.3 BTN shall mean a billed residential telephone number.

1.4 "Tabling Activities" are defined as marketing activities through which a
representative: (i) situated at a table or booth, or (ii) using a clipboard or
portable table distributes information regarding AT&T and its services and
products, and/or takes applications for the AT&T Services authorized for such
solicitation under this Agreement. Tabling Activities shall [**], and the
like,[**]. Tabling Activities under this Agreement [**]. Tabling Activities [**]
provided for in the Member Agreement.

1.5 "Non-Tabling Activities" are defined as marketing activities which take
place on college campuses, yet which do not require a representative to (i) be
located on a college campus for an extended period of time in a specific area or
for a specific event; or (ii) solicit college students via face to face
activities. Non-tabling Activities include,[**] certain agreed upon [**]
Non-Tabling Activities may include [**] all of which are substantially [**].
Non-Tabling Activities may also include,[**] and provided for in the Member
Agreement.

2. SCOPE OF THE AGREEMENT/EXCLUSIVITY

2.1 This Agreement sets forth the terms and conditions under which AT&T will
employ the COMPANY for the purpose of marketing its direct billed calling card
services (the "Services") to College Students, more specifically the parties'
relationship with respect to COMPANY performed Tabling Activities and
Non-Tabling Activities in connection with COMPANY's marketing of the Services to
College Students on those college campuses set forth in Exhibit 2 (the "Target
List") as well as to College Students on other college campuses or at other
college events located in the continental United States where COMPANY has
obtained the right from the university or event sponsor to conduct the Tabling
Activity, provided AT&T has not advised COMPANY in writing to exclude any such
other college campus from its marketing efforts under this Agreement. [**] and
shall be supplied [**], the Target List may [**]. In addition, COMPANY may
propose changes, additions and substitutions to the Target List, which AT&T will
promptly evaluate. AT&T's

CONFIDENTIAL

2
<PAGE> 3
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

approval of such changes, additions and substitutions to the Target List will
not be unreasonably withheld, provided such changes are in accordance with
AT&T's college market strategy. The AT&T Direct Billed Calling Card services
may, at AT&T's discretion, be provided via multi-purpose or co-branded calling
cards, including a co-branded card with the AT&T/Student Advantage Membership
Card, subject to mutual agreement of the parties. Upon the mutual agreement of
the parties, additional AT&T services, including AT&T's optional residential
long distance calling plans, may be added to the Services authorized for direct
COMPANY solicitation hereunder.

2.2 AT&T agrees that COMPANY, and its agents, shall be, [**]. Notwithstanding
the foregoing, [**]. COMPANY acknowledges that [**].

2.3 In the event AT&T intends to conduct and/or pay for the solicitation of
applications for the AT&T Direct Billed Calling Card via Tabling Activities at
any college or university located in the continental United States and outside
the Target List where AT&T has obtained the right from the university or event
sponsor to conduct the Tabling Activity,[**] then AT&T will [**] to provide
appropriate [**] for any [**] not to exceed [**]. The actual cost [**] from
students at such schools as determined in accordance with Section 5.4 below may
be less than [**] but not more, when aggregated on an annual basis with all
other [**] provided in any given year by COMPANY under this Agreement. In order
to [**], COMPANY must respond [**] within 20 days [**]. If COMPANY does not
respond within this timeframe then [**]. Notwithstanding the foregoing, [**]
hereunder at university's outside the Target List with respect to Tabling
Activities [**].

2.4 COMPANY agrees that with the exception of the contract between Collegiate
Advantage, Inc. ("CA") and Sprint Communications ("Sprint") regarding the
on-campus solicitation of calling card applications from College Students, which
will not be renewed or extended and which COMPANY may assume as a result of
COMPANY's acquisition of CA, COMPANY and its agents shall not enter into any
agreement to provide Tabling or Non-Tabling Activities to College Students with
the purpose of generating applications for telecommunications services similar
to or competitive with AT&T Services, as defined in the Member Agreement, other
than those offered to COMPANY by AT&T; and CA's current contract with Sprint
will not

CONFIDENTIAL

3
<PAGE> 4
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

be renewed beyond its scheduled termination on July 1, 1998. In addition,
COMPANY shall provide AT&T with at least 20 days prior written notice of any
services or work, not excluded hereunder, to be performed by COMPANY on behalf
of any other telecommunications carrier. COMPANY agrees to eliminate the prepaid
calling card option from its Student Advantage Program by May 30, 1998.

2.5 Each party acknowledges that it has the authority to enter into this
Agreement without -violating its bylaws or being in conflict with the terms of
any other agreement or arrangement -involving the organization.

2.6 COMPANY acknowledges that AT&T [**], and that outside of [**] provided in
Section 2.3 above, AT&T reserves the right itself to market and to contract with
any other party to promote and market any AT&T service or product to any
customer or potential customer.

3. PROCEDURES

3.1 Any application for AT&T services obtained via a Tabling Activity or
Non-Tabling Activity by COMPANY, its employees, agents or representatives, shall
be performed in accordance with and subject to the following procedures and
terms and conditions:

3.1.1 COMPANY'S Responsibilities

(a) COMPANY shall ensure that its employees, agents or
representatives performing the Tabling Activities or Non-Tabling Activities
pursuant to this Agreement are aware of their obligations to comply with the
relevant covenants and restrictions contained in this Agreement as well as those
contained in the Member Agreement, including those specifically set forth below
relating to such employees, agents or representatives' restrictions on the use
of "Confidential Information" as such restrictions are set forth in Section VI
of the Member Agreement;

(b) COMPANY, its employees, agents or representatives shall not
disclose to any third party, unless otherwise permitted by AT&T in writing, the
names, addresses, phone numbers or other information pertaining to College
Students, any AT&T Service applied for by any such student or other individual
or entity, or any information or data disclosed to COMPANY, its employees,
agents or representatives or which is extrapolated from any materials or
applications completed

CONFIDENTIAL

4
<PAGE> 5
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

by such College Students at any such Tabling Activity or Non-Tabling Activity
and presented for consideration for a service provided by AT&T;

(c) COMPANY, its employees, agents or representatives shall not make
any representations, warranties or price quotations relating to the Services or
any other AT&T services or products, except as set forth in the marketing
materials or any other sales training materials provided by AT&T to COMPANY;

(d) COMPANY, with the assistance of AT&T, shall develop training
materials and a training program for its employees, agents and/or
representatives which shall establish methods and procedures for the conduct of
Tabling-Activity and Non-Tabling Activity-related activities. Such training
program shall include information on the following, the substance of which shall
be provided by AT&T:

(i) information regarding the Services and any of AT&T's other
services that are brought within the scope of Services under this Agreement and
how to describe such Services to consumers, including how to respond to
questions from College Students about such Services; and

(ii) solicitation scripts and approved methods and procedures
for marketing the Services; and

(iii) approved samples of direct response materials, including
body copy, and advertisements, including body copy and logo use, used for
marketing the Services; and

(iv) sample forms, marketing collateral and applications to be
completed by College Students in order to obtain the Services, and instructions
for the completion thereof.

Items (a), (b) and (c) above shall collectively be referred to herein as the
"Training Materials", and such materials shall be [**]. The underlying
information and/or materials shall be the property of the party which provided
such information and/or materials. AT&T may amend the Training Materials and
approved methods and procedures, at its discretion at any time. COMPANY shall
promptly communicate any such amendments to all its employees, agents and/or
representatives which shall have Tabling Activity and Non-Tabling
Activity-related responsibilities.

CONFIDENTIAL

5
<PAGE> 6
3.1.2 COMPANY shall provide the Training Materials to each such employee,
agent and/or representative, and prior to the performance of any Tabling
Activities or Non-Tabling Activities, COMPANY and each COMPANY employee, agent
and/or representative shall sign a certification form that indicates that such
employee, agent and/or representative has read and understood the materials
comprising the Training Materials. In addition, COMPANY shall insure that it
shall make each COMPANY employee, agent and/or representative which shall have
Tabling Activity or Non-Tabling Activity responsibilities aware that Fraudulent
Solicitation, as defined below, is prohibited. As set forth in Section 3.1.4
below, COMPANY shall assume liability for its employees, agents and/or
representatives who commit a Fraudulent Solicitation. In addition, COMPANY shall
take prompt action to replace or reassign any COMPANY employee who fails to
adhere to the guidelines set forth in the Training Materials, and shall
reimburse AT&T for any direct damages AT&T incurs as a result of any such
failure.

3.1.3 COMPANY shall obtain and maintain all necessary federal, state and
local regulatory approvals in a timely manner, which may be required for COMPANY
to perform its obligations under this Agreement. COMPANY shall comply, at its
own expense, with all applicable federal, state and local laws, ordinances,
regulations and codes (collectively, the "Applicable Laws"), including
identification and procurement of required permits, certificates, licenses,
insurance and approvals (collectively, the "Applicable Permits") in performing
its obligations under this Agreement. COMPANY shall take all action reasonably
requested by federal, state and local governmental authorities or by AT&T in
order to comply with all Applicable Law and Applicable Permits.

3.1.4 In accordance with Section VII of the Member Agreement, COMPANY
shall indemnify and hold harmless AT&T for COMPANY's actions, including the
actions of its employees, agents and/or representatives pertaining to:

(a) fraudulent solicitation of residential long distance customers
switching from one telecommunications service provider to another that is
customarily referred to as "slamming" and/or the submission of any falsified
application for any AT&T service or product; and

(b) violation of applicable federal, state and local telemarketing
laws or other Applicable Laws (subsections 3.1.4 (a) and (b) are collectively
referred to herein as "Fraudulent Solicitation").

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3.1.5 COMPANY shall provide AT&T with all requests or applications for the
Services it receives through any Tabling Activity within [**] business days of
such activity. In addition, COMPANY will provide AT&T with status reports,
detailing the Qualifying Applications generated by Tabling Activities by school.
During high activity periods, such as September and October, reports will be
provided to AT&T on a weekly basis. In lower activity periods, reports will be
provided monthly.

3.1.6 COMPANY shall keep accurate records relating to this Agreement in
accordance with generally accepted business principles and practices that are
sufficient for AT&T to verily that COMPANY complies with its obligations under
this Agreement. AT&T may cause an audit to be made of the applicable records of
COMPANY in order to verily COMPANY's performance of its obligations pursuant to
the terms of this Agreement upon thirty (30) days prior written notice to
COMPANY no more than twice annually. At AT&T's request, COMPANY shall submit to
AT&T reports containing information in a format and pursuant to a schedule
mutually agreed upon by the parties. However, with respect to the obligations
regarding the use and warehousing of AT&T prepared materials set forth in
Section 5.3 below, COMPANY shall provide AT&T with an inventory report regarding
those materials at least monthly, and AT&T may inspect any such warehouse upon
ten (10) days prior written notice to COMPANY.

3.2 AT&T's Responsibilities and Rights:

(a) AT&T shall provide COMPANY with the information COMPANY will
utilize to develop the Training Materials, specifically information pertaining
to the Services which may be marketed by COMPANY;

(b) AT&T shall provide, at its discretion and expense, certain
marketing materials for distribution in conjunction with Tabling and Non-Tabling
Activities;

(c) AT&T, in its sole and absolute discretion, shall determine all
pricing and terms and conditions for the provision of the Services and any other
AT&T services that are brought within the scope of Services under of this
Agreement and which COMPANY may market, including, but not limited, to the basic
pricing schedule, optional calling plans, incentive or promotional pricing and
offers relating to the Services. AT&T, in its sole and absolute discretion, may
change, without notice to COMPANY, any of the prices and terms and conditions
for the Services; provided, however,[**].

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(d) AT&T reserves the right to reject any proposed College Student
or other individual's order or request for Services solicited by COMPANY, its
employees, agents and/or representatives and presented to AT&T for consideration
under this Agreement. AT&T also reserves the right to discontinue services
provided by AT&T to College Students pursuant to this Agreement at any time due
to non-payment for such service or any other appropriate cause in accordance
with AT&T standard practices and procedures;

(e) Notwithstanding any other provision herein, AT&T agrees to
indemnify and hold harmless the COMPANY for any third party actions, costs,
liability, judgment or expense (including reasonably attorney's fees and
disbursements) or claims (collectively, "Claims") arising from or relating to
the Services provided by AT&T to the extent such Claims arise from AT&T's acts
or omissions with respect to the provision of such Services, including acts or
omissions of its employees, agents and/or representatives.

4. COMPLAINT RESOLUTION

The parties hereby mutually agree to institute a College Student complaint
resolution and inquiry process particularly pertaining to the Services marketed
hereunder, and any associated Tabling or Non-Tabling Activities.

4.1 COMPANY agrees that it shall receive, identify and notify AT&T as soon as
possible after receipt, but in no event more than [**] business days of
receipt, of any and all complaints or notices from end user customers, in
particular College Students, provided in accordance with the process
established by the parties and concerning AT&T Services and any alleged
violation of the Applicable Laws relating to the promotion and marketing by
COMPANY of AT&T Services. In the event that AT&T receives complaints from end
user customers concerning an alleged violation of Applicable Laws as a result
of the activities of COMPANY in the promotion of AT&T Services or enrollment of
customers in the Services pursuant to this Agreement, AT&T shall [**] receipt
of such complaints provided in accordance with the process established by the
parties. The parties shall establish a procedure for the resolution of all such
complaints in a timely manner. Either party's failure to notify the other of a
particular complaint or notice within the timeframes required above shall not
be considered a material breach of this Agreement, however, such party shall be
liable to the other for any direct damages which result from the delayed
notification.

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4.2 COMPANY agrees to receive, identity and resolve any and all inquiries and/or
complaints concerning its activities pursuant to this Agreement received from
any governmental agencies or industry groups. COMPANY shall notify AT&T, within
[**] business days of receipt, of any such inquiries and/or complaints. Should
COMPANY fail to notify AT&T of an inquiry and/or complaint within the timeframe
required above, such failure shall not be considered a material breach of this
Agreement, however COMPANY shall be liable to AT&T for any direct damages which
result from the delayed notification.

4.3 In the event, an end user complaint or an alleged violation of Applicable
Laws or Fraudulent Solicitation, as reasonably determined by AT&T results from
the activities of a particular COMPANY employee, agent, or representative,
COMPANY agrees that immediately upon AT&T's request, it shall terminate the
right of the applicable COMPANY employee(s) to participate in the activities
authorized pursuant to this Agreement. Further, as part of its indemnification
obligation, COMPANY shall pay the costs of all fines and penalties resulting
from Fraudulent Solicitation or violation of any other Applicable Laws by
COMPANY or its employees in connection with COMPANY's obligations pursuant to
this Agreement. Further, COMPANY agrees that AT&T may deduct from the
compensation owed COMPANY [**] times the compensation obtained by COMPANY [**]
for the customer who was subject to Slamming, or a violation of the Applicable
Laws or a significant customer complaint [**]. It is expressly stated and agreed
that should either party receive any complaints arising from COMPANY's, or any
of its employees', agents', and/or representatives' alleged instance of
slamming, COMPANY shall take corrective measures as [**] appropriate, to insure
that such violation or slamming activities are immediately eliminated.

4.4 COMPANY shall promptly directly refer to AT&T all inquires and/or requests
for information concerning the Services or any other request or question COMPANY
may receive regarding AT&T and its products and services which any COMPANY
employee, agent and/or representative cannot answer or respond to.

4.5 AT&T agrees to obtain and maintain all necessary federal and state
regulatory authority approvals in a timely manner, which may be required for
AT&T activities and/or obligations under this Agreement. AT&T shall comply with
all applicable federal, state and local laws, ordinances, regulations, codes in
connection with its performance pursuant to this Agreement. In addition, should
AT&T become aware of

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changes to these laws which would materially impact its obligations under this
Agreement then it shall use reasonable efforts to notify COMPANY of such
changes.

5. PAYMENT AND FUNDING

Compensation to COMPANY for Tabling Activities and Non-Tabling Activities
contemplated under this Agreement and the associated expenses for such
activities shall be paid in the following manner:

5.1 COMPANY shall assume all costs associated with: (a) Tabling Activity
reservations; (b) Tabling and Non-Tabling Activity labor; (c) training of
persons who perform Tabling and Non-Tabling Activities; and (d) assuring that
paper applications for the Services have had all of the required elements set
forth in Exhibit 3 completed in their entirety, at all schools on the Target
List for the duration at each particular school specified by AT&T as well as at
those other schools determined by COMPANY and AT&T in accordance with Sections
2.1 and 2.3.

5.2 COMPANY will dedicate no less than an aggregate amount of [**] per annum (or
the pro rata equivalent thereof in the event of termination) in support of
Tabling and Non-Tabling Activities and/or solicitation of the Services, to be
spent in conjunction with the following activities and activities related
thereto and allocated in COMPANY's sole discretion: [**] COMPANY accepts full
responsibility for insuring that all activities undertaken by COMPANY pursuant
to this Section comply with Section 3.1.3 above.

5.3 AT&T shall [**], so long as COMPANY [**] by COMPANY, from which COMPANY
[**], and COMPANY employees, as necessary. Whenever possible, [**] at AT&T
discretion and direction.

5.4 During each 12-month period that this Agreement is in effect, AT&T shall pay
the following rates per Qualifying Application as such is defined in Section 5.5
below:

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(a) [**] provided however, with respect to Qualifying Applications received from
students at those schools [**] as provided for in this Section 5.4.
Notwithstanding the foregoing, in the event that AT&T elects to exercise its
extension option granted under this Agreement as specified in Section 9, thereby
extending the term of this Agreement and the Member Agreement for an additional
year (is., until June 1, 2001), then during each 12-month period that this
Agreement is in effect, AT&T shall pay the following rates per Qualifying
Application: [**].

5.5 With respect to applications derived from Tabling Activities, each
application for Services that is signed, dated, and has had all of its required
elements completed in its entirety by College Students at those colleges set
forth in Exhibit 2 as well as College Students at those colleges provided for in
accordance with Sections 2.1 and 2.3 above, and sent to AT&T by COMPANY within
[**] business days of COMPANY's receipt shall constitute a Qualifying
Application. Notwithstanding the foregoing, any application for Services
submitted by COMPANY to AT&T: (i) which is a duplicate of a prior qualifying
COMPANY submission; or (ii) concerning an applicant who already has the Services
covered by the COMPANY submission shall not be considered a Qualifying
Application. In addition, any application submitted by COMPANY to AT&T which
does not have all required elements complete will be returned by AT&T to COMPANY
and will not constitute a Qualifying Application. Accordingly, COMPANY will not
receive payment from AT&T for such incomplete non-qualifying applications,
unless, and until, they are completed and returned to AT&T. In no event shall
applications for the Services that are derived from and/or tracked, by (i) use
of a unique AT&T established 800 telephone number or similar means; (ii) direct
marketing efforts principally orchestrated and paid for by AT&T or one of its
vendors without the aid of the COMPANY, including but not limited to Campus Card
events and applications secured by means of AT&T's College Web Site on the World
Wide Web (URL ATT.com/college); or (iii) other direct response media provided
for by AT&T or its agents, be deemed Qualifying Applications for purposes of
this Agreement. COMPANY will use commercially reasonable efforts to ensure that
no less than [**] of the applications have been completed by College Students.
In the event that less than [**] of the Qualifying Applications submitted by
COMPANY to AT&T have been completed by College Students in any given academic
year, then COMPANY will credit AT&T an amount equal to [**] multiplied by the
number of Qualifying Applications submitted by COMPANY for non-College Students
in excess of [**] of the total number of Qualifying Applications generated
during the measured year.

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5.6 With respect to Non-Tabling Activities, the number of Qualifying
Applications shall be derived by either (i) [**] as determined by AT&T in its
discretion, for the Services [**]. AT&T will [**] or (ii) in the event that AT&T
[**]. The total number of Qualifying Applications shall be derived by adding the
Qualifying Applications derived from Tabling Activities and the Qualifying
Applications derived from Non-Tabling Activities. Notwithstanding any other
provision herein, it is explicitly understood that while COMPANY may distribute
information regarding other AT&T services and/or products, it shall not solicit
or accept applications for any AT&T services other than the Services unless
otherwise agreed in writing by AT&T, and instead shall direct persons interested
in such AT&T services and/or products to the appropriate AT&T customer
assistance telephone number. COMPANY will use commercially reasonable efforts to
generate at least [**] total Qualifying Applications each academic year of this
Agreement and to ensure that no less than [**] Qualifying Applications are
generated each academic year from College Students at colleges and universities
on the Target List. In the event that COMPANY is unable to generate more than
[**] Qualifying Applications from colleges and universities on the Target List
in any given academic year, COMPANY will credit AT&T an amount equal to [**]
multiplied by the difference between [**] and the actual number of Qualifying
Applications generated from College Students enrolled at colleges and
universities on the Target List.

5.7 Based on the assumption that [**] total Qualifying Applications will be
received by AT&T each year from COMPANY, requiring a yearly payment by AT&T of
[**] (or [**] should AT&T extend this Agreement and the Member Agreement as
provided in Section 9 below) (such [**] to be referred to as the [**] provided
that the COMPANY's [**]. In the event the COMPANY's [**] COMPANY shall [**] AT&T
will pay COMPANY, [**] AT&T shall be invoiced [**] (reduced pro rata should AT&T
extend the this Agreement and the Member Agreement as provided above) for so
long as this Agreement is in effect, provided COMPANY is [**] COMPANY shall not
invoice AT&T [**], AT&T will pay COMPANY [**] AT&T shall be invoiced [**]. In
addition, AT&T shall pay amounts due [**] procedures described below. The
payments [**] shall be provided [**].

5.8 Upon the first anniversary of this Agreement and every six (6) months
thereafter, or within 30 days of any termination due to a breach of this
Agreement as provided for in Section 8 (a "Breach Reconciliation"), AT&T shall
reconcile the dollar amount paid to COMPANY against the dollar amount due
COMPANY hereunder. If the [**] at the time of the first annual or following
semi-annual

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reconciliation is less than the [**] owed in respect of Qualifying Applications
(such sum herein referred to as the "Excess"), AT&T shall pay shall COMPANY for
the Excess. If the [**] at the time of the first annual or following semi-annual
reconciliation is greater than the [**] owed in respect of Qualifying
Applications (such sum herein referred to as the "Shortage"), COMPANY shall
issue a credit toward the generation of Qualifying Applications, which credit
shall survive the expiration of this Agreement, if applicable, in the amount of
the Shortage and shall be offset against any additional AT&T payments required
hereunder. In the event of a Breach Reconciliation or a Reconciliation upon the
expiration of this Agreement, COMPANY shall issue a cash refund to AT&T within
thirty (30) days of such reconciliation in amount of the Shortage.

5.9 Either party may cause an audit to be made of the applicable records of the
other in order to verily the payments made or charges assessed pursuant to the
terms of this Agreement upon 30 business days prior written notice to the other
party. Prompt adjustment shall be made to compensate for any errors or omissions
disclosed by such audit (without adjustment for the time value of money). Any
audit shall be conducted by an independent certified public accountant selected
by the party requesting the audit (other than on a contingent fee basis) and
shall be conducted during regular business hours at the audited party's offices
and in such a manner as not to interfere with the audited party's normal
business activities. The costs and expenses of any such audit shall be paid for
by the party requesting the audit; [**]. Audits shall not be requested more
frequently than once each six (6) months. If either party requests an audit,
such party shall make available to the other party the records and reports
pertaining to such audit prepared by the independent auditor which conducted
such audit.

6. SPONSORSHIPS

6.1 COMPANY represents that it intends to develop and launch an online service
referred to as "Virtual Backpack" containing the characteristics and
functionality set forth in Exhibit 4, and that such online service shall be
available to College Students at the Target List colleges and universities by
September 1, 1998. In the event COMPANY's Virtual Backpack offer is available,
as represented, to the majority of College Students at the Target List colleges
and universities on or before September 1, 1998, and COMPANY provides AT&T with
exclusive title sponsorship for the Virtual Backpack offer as outlined in
Exhibit 4 hereto then AT&T shall provide COMPANY with additional compensation in
the amount of [**] per year for two years as the

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exclusive title sponsor, provided that this Agreement remains in effect, AT&T
remains the exclusive title sponsor, and the offer continues to provide
substantially similar characteristics and functionality, if not more, than those
set forth in Exhibit 4. In the event COMPANY does not meet the September 1, 1998
deadline and/or the offer does not contain all of the characteristics and/or
functionality represented then AT&T, at its discretion, may determine whether or
not to sponsor the Virtual Backpack offer. In the event that AT&T elects to
exercise its option to extend the term of this Agreement pursuant to Section 7
or Section 9 of this Agreement, then AT&T shall also have the right to extend
its sponsorship of the Virtual Backpack under substantially similar terms.

6.2 COMPANY represents that it intends to develop and launch a quarterly
magazine to be published in conjunction with Time Inc., the precise content of
which as well as time to market and distribution have yet to be determined. In
the event COMPANY proceeds with this project and this Agreement is in effect
then COMPANY shall provide AT&T with a right of first and last refusal to be the
exclusive Telecommunications Advertiser for the first four issues of such
magazine at an approximate cost of [**] for the four issues.

6.3 The precise terms and conditions of these additional sponsorships described
in Sections 6.1 and 6.2 have yet to be determined and should agreement between
the parties for one or both of them then the terms and conditions shall be set
forth in separate agreements between the parties.

7. TERM

7.1 This Agreement is effective as of February 1, 1998 and shall expire June 1,
2000 (the "Term"), unless earlier terminated or extended as provided in this
Agreement.

7.2 Regardless of whether or not AT&T elects to exercise its extension option
granted in Section 9 below, AT&T shall have the option to renew this Agreement,
only in conjunction with the renewal of the Member Agreement, for an additional
two (2) year term on substantially the same terms, plus any appropriate cost
increase not to exceed [**]; provided that prior to any renewal deadline,
COMPANY and AT&T shall meet to determine what, if any, appropriate increase
there would be to the cost to AT&T per Qualifying Application. AT&T shall notify
COMPANY in writing of its intent to exercise such option prior to June 1, 1999,
or June 1, 2000 should AT&T elect to exercise its extension option granted under
Section 9 hereto.

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8. TERMINATION

8.1 Either party may terminate this Agreement effective immediately by written
notice if the other party: a) intentionally or in a willful, wanton or reckless
manner: (i) makes any material, false representation, report or claim relative
hereto; or (ii) violates the other's copyright or trademark; or b) becomes
insolvent, invokes as a debtor any laws relating to the relief of debtors' or
creditors' rights, or has such laws invoked against it; becomes involved in any
liquidation or termination of its business; is adjudicated bankrupt; or is
involved in an assignment for the benefit of its creditors. In the event AT&T
terminates the Agreement pursuant to this Section, AT&T shall only be liable to
COMPANY for payments due or to become as of the termination date and, shall have
no continuing obligation to make any payments to COMPANY which would otherwise
be due after the date of termination or which pertain to periods beginning or
ending after the date of termination.

8.2 Either party may terminate this Agreement in the event that the other party
materially breaches this Agreement, unless the breaching party proposes, for the
non-breaching party's approval (which approval shall not be unreasonably
withheld), a plan in writing within 15 days of receiving written notice of such
breach from the non-breaching party to cure the breach. Upon plan approval, the
breaching party must then cure the breach pursuant to the plan. If the plan is
not approved, the non-breaching party shall provide the basis for such denial
and the breaching party shall have one more 15 day period from notice of such
rejection to submit another cure plan for approval as provided for above. [**],
the non-breaching party may terminate this Agreement upon 20 days written
notice, despite the breaching party's cure proposal and efforts to cure the
breach, if in the non-breaching party's good faith discretion it determines
that: (i) the damage incurred by it can not be adequately cured by the breaching
party; or (ii) the breaching party can not adequately prevent the further
occurrence of such a breach. In the event AT&T terminates the Agreement pursuant
to this Section, AT&T shall only be liable to COMPANY for payments due or to
become due as of the termination date and, shall have no continuing obligation
to make any payments to COMPANY which would otherwise be due after the date of
termination or which pertain to periods beginning or ending after the date of
termination.

8.3 AT&T may terminate this Agreement at any time during the Term hereof if
Raymond Sozzi either ceases to be employed by COMPANY as President, or in a
comparable position, or (ii) no longer maintains a minimum of five percent
(5.00%) ownership interest in COMPANY. Written notice of such occurrence must be
given

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to AT&T within thirty (30) days of such occurrence and if AT&T chooses to
exercise this option, AT&T shall so notify COMPANY in writing. All obligations
between the parties shall continue until May 30th of the academic year in which
the termination occurs, at which time, all obligations and liabilities shall
cease and terminate in accordance herewith.

8.4 After November 1, 1998, AT&T may terminate this Agreement without cause by
providing COMPANY, between November 1 and December 31 of any year, written
notice of termination ("Termination Without Cause."). Termination under this
Termination Without Cause provision will be effective 120 days after notice of
such termination is provided by AT&T. Upon such Termination Without Cause, AT&T
shall pay or be repaid any amounts due as determined by the reconciliation
process or as otherwise required under this Agreement. In addition, if the
Termination Without Cause notice is given on or before December 31, 1998, then
AT&T shall pay COMPANY a termination fee in the amount of [**]. In addition, if
AT&T extends this Agreement pursuant to Section 9 below, and a Termination
Without Cause notice is given after October 31, 1999 and on or before December
31, 1999, then COMPANY shall receive a termination fee equal to the lesser of:
(i) [**] if it had not exercised its extension option under Section 9 below.
Unless otherwise explicitly provided for above, after December 31, 1998, AT&T
may exercise this Termination Without Cause right without a termination fee.

8.5 Upon termination or non-renewal of this Agreement, the rights of COMPANY
shall terminate, unless otherwise expressly stated herein, and COMPANY shall as
soon as possible and no later than 120 days after termination;

8.5.1 discontinue any and all use of AT&T Marks, including but not limited
to such use in advertising or written material of COMPANY;

8.5.2 remove and return to AT&T, or destroy at AT&T's request, any and all
promotional material supplied by AT&T; and

8.5.3 return or destroy, upon request, all AT&T Confidential Information
in its possession.

8.5.4 Notwithstanding any of the foregoing, if the Member Agreement
remains in effect despite termination of this Agreement, then nothing in this
Section 8.5 shall require COMPANY to discontinue the use of; remove, return,
destroy, or to take any other action with respect to any AT&T Marks, promotional

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material, or Confidential Information to the extent such information or
materials may also be used or required under the Member Agreement.

8.6 Upon termination or non-renewal of this Agreement, the rights of AT&T shall
terminate, unless otherwise expressly stated herein, and AT&T shall as soon as
possible and no later than 120 days after termination;

8.6.1 discontinue any and all use of COMPANY Marks, including but not
limited to such use in advertising or written material of AT&T;

8.6.2 remove and return to COMPANY, or destroy at COMPANY' request, any
and all promotional material supplied by COMPANY; and

8.6.3 return or destroy, upon request, all COMPANY Confidential
Information.

8.6.4 Notwithstanding any of the foregoing, if the Member Agreement
remains in effect despite termination of this Agreement, then nothing in this
Section 8.6 shall require AT&T to discontinue the use of; remove, return,
destroy, or to take any other action with respect to any COMPANY Marks,
promotional material, or Confidential Information to the extent such information
or materials may also be used or required under the Member Agreement.

8.7 During the term of this Agreement and for a period of six months thereafter,
AT&T shall not make an offer of employment to or offer to enter into a
consulting relationship with any employee of COMPANY without COMPANY's prior
written consent.

9. EXTENSION

COMPANY hereby grants AT&T the right to simultaneously extend the Initial
Term of this Agreement and that of the Member Agreement for an additional year
(i.e. until June 1, 2001) by providing COMPANY with written notice of the
elected extension prior to July 1, 1998. In the event of such election, all
Qualifying Applications shall be billed at the amended rates set forth in
Section 5 hereto, and each of the semi-annual payments due to COMPANY in 1998
shall be reduced to [**], and the quarterly payments commencing on January 1,
1999 shall be reduced from [**]. This one year extension right is in addition to
and exclusive of the two year renewal right granted under Section 7 to this
Agreement.

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10. DISPUTE RESOLUTION

The parties shall follow these dispute resolution processes in connection
with all disputes, controversies or claims, whether based on contract, tort,
statute, fraud, misrepresentation or any other legal theory (hereinafter
collectively "Disputes"), arising out of or relating to this Agreement or the
breach or alleged breach hereof, or to the marketing of AT&T Services pursuant
to this Agreement, unless excepted in this Section.

10.1 The parties will attempt to settle all Disputes through good faith
negotiations. If those attempts fail to resolve the Dispute within forty-five
(45) days of the date of initial demand for negotiation, then the parties shall
try in good faith to settle the Dispute by mediation conducted in New York under
the Commercial Mediation Rules of the American Arbitration Association ("AAA").
Each party shall bear its own expenses; the parties shall equally share the
filing and other administrative fees of the AAA and the expenses of the
mediator. The parties shall be represented in the mediation by representatives
having final settlement authority over the matter in dispute.

10.2 Thereafter, any remaining Disputes not finally resolved at the mediation
level shall be settled by binding arbitration in accordance with the then
current Commercial Arbitration Rules of the AAA. Selection of one neutral
arbitrator by the parties shall be from the AAA Panel list in accordance with
the appointment rules of the AAA. Each party shall bear its own expenses; the
parties shall equally share the filing and other administrative fees of the AAA
and the expenses of the arbitrator. The decision of the arbitrator shall be
final and binding on the parties and any award of the arbitrator may be entered
in any Court having competent jurisdiction. The arbitrator shall determine the
issues of arbitrability, but may not limit, expand or otherwise modify the terms
of this Agreement nor have the power to award damages in excess of actual
damages, such as punitive damages and damages excluded under the LIMITATION OF
LIABILITY Section of this Agreement. The parties, their representatives, other
participants and the mediator and arbitrator shall hold the existence, content
and result of the mediation and arbitration in confidence. The Federal
Arbitration Act, 9 U.S.C. Sections 1 to 14, shall govern the interpretation and
enforcement of this Section.

10.3 Disputes relating to: (a) any claim or dispute involving actual or
threatened disclosure or misuse of either party's Confidential Information or
trade secrets; or (b) any claim or dispute involving the ownership, validity or
use of either party's Marks; or (c) either party's compliance with the MARKETING
and TRADEMARKS Section of this Agreement, a violation of which shall be deemed
to cause the Mark holder irreparable harm for which damages would be inadequate,
shall be exempt from the dispute resolution processes described in this Section
to the extent necessary to seek preliminary injunctive or other judicial relief
in a court of competent jurisdiction.

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11. MARKETING AND TRADEMARKS

11.1 AT&T grants COMPANY a limited, non-exclusive, permission to use the name
"AT&T" as well as related trademarks, logos, tradenames, insignia, and symbols,
("AT&T Marks"); provided however that each such use shall; (i) be performed in
accordance with this Section 11; (ii) require AT&T's prior approval; (iii) be
limited to the Term of this Agreement and any wind-up period provided for in
Section 8; (iv) conforms to AT&T's written standards and guidelines as they may
be amended from time to time; and (v) be solely for the purposes contemplated
hereunder. COMPANY shall properly acknowledge AT&T's ownership of the AT&T Marks
in all publications. COMPANY shall not do business under any of the AT&T Marks
or derivatives or variations thereof, and COMPANY shall not directly or
indirectly hold itself out as having any relation to AT&T or its affiliates
other than the one described herein.

11.2 COMPANY understands and agrees that all its marketing efforts and those of
its national marketing partners which bear the AT&T Marks or reference the
Services are subject to prepublication review and approval by AT&T with respect
to, but not limited to, context, style, content appearance, composition, timing
and media. COMPANY agrees to submit such marketing materials to AT&T and shall
cause any of its national marketing partners utilizing such marketing materials
to obtain prior written approval from COMPANY before utilizing any such
materials. COMPANY agrees not to permit use of any AT&T Marks by itself or its
national marketing partners without obtaining AT&T's prior written consent in
accordance with this Section 11.2. AT&T agrees that it will review all such
marketing materials in a timely fashion and shall notify COMPANY in writing of
the results of such review within [**] days of receipt of such materials. [**].

11.3 Advertising by COMPANY which shows and identifies products or services
marketed by COMPANY may not also use AT&T's Marks unless said non-AT&T products
and services are clearly separated from, not associated with and not competitive
with AT&T Services; or are otherwise approved in writing by AT&T. AT&T's Marks
are not to be used by COMPANY in any way to imply AT&T's endorsement of another
company's products and services, unless otherwise approved in writing by AT&T.

11.4 COMPANY grants AT&T a limited, non-exclusive, permission to use the name
"Student Advantage" as well as related trademarks, logos, tradenames, insignia,
and symbols, ("COMPANY Marks") of COMPANY pursuant to this Agreement, provided
each such use conforms to the limitations in this Section 11 and COMPANY's
written standards and guidelines as they may be amended from time to time, and
is approved in advance in writing by COMPANY as set forth in Section 11.5 below.
AT&T shall properly acknowledge COMPANY's ownership of the COMPANY Marks

CONFIDENTIAL

19
<PAGE> 20
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

in all publications. AT&T shall not do business under any of the COMPANY Marks
or derivatives or variations thereof, and AT&T shall not directly or indirectly
hold itself out as having any relation to COMPANY or its affiliates other than
the one described herein.

11.5 AT&T understands and agrees that all AT&T marketing efforts which bear the
COMPANY or any of its national marketing partners' name, any COMPANY or any such
partners' trademarks are subject to prepublication review and approval by
COMPANY with respect to, but not limited to, context, style, content appearance,
composition, timing and media. AT&T agrees to submit such marketing materials to
COMPANY for written approval from COMPANY before utilizing any such materials.
COMPANY represents and warrants that it will obtain the proper authority to use
any national marketing partners' name, trademarks and/or reference for use as
agreed upon by AT&T and COMPANY. AT&T agrees to submit such marketing materials
to COMPANY for written approval from COMPANY before utilizing any such
materials. COMPANY agrees that it will review all such AT&T marketing materials
in a timely fashion and shall notify AT&T in writing of the results of such
review within [**] days of receipt of such materials. COMPANY agrees that
approval of the marketing materials shall not be unreasonably withheld. [**].

11.6 [**], unless otherwise specifically stated [**].

11.7 The parties understand and agree that nothing in this Agreement creates any
right, title or interest in the Marks of the other party. Any use of the other
party's Marks shall be pursuant hereto and no rights will accrue pursuant to
such use. Upon termination of this Agreement, any and all rights or privileges
of either party to use the other's Marks shall expire, and each party shall
discontinue use of the other's Marks unless otherwise specifically agreed in
writing.

11.8 Except as explicitly stated elsewhere herein, a party obligated, at its
sole expense (without reimbursement by the other party for such expense) for the
development of any activity stated herein shall be the sole owner of the
intellectual property, names, marks, registrations, logos and the like, for that
item.

11.9 Any breach of the obligations set forth above in Sections 11.1 through 11.7
shall be considered a material breach of this Agreement, and this Agreement may
be terminated in accordance with Section 8.2 above.

12. INDEPENDENT CONTRACTORS

12.1 The parties declare and agree that each party is engaged in activities
which are independent from that of the other party, and each party shall perform
its obligations

CONFIDENTIAL

20
<PAGE> 21
hereunder as an independent contractor or entity and not as the agent, employee,
or servant of the other party.

12.2 Neither party nor any person furnished by such party shall be deemed
employees, agents, or servants of the other party or entitled to any benefits
available under the plans for such other party's employees.

12.3 Each party has and hereby retains the right to exercise full control of;
and supervision over its own performance of the obligations under this Agreement
and retains full control over the employment, direction, compensation, and
discharge of all employees assisting in the performance of such obligations.
Each party shall be responsible for its own acts and those of its own
subordinates, employees, and agents during the performance of that party's
obligations hereunder.

13. SURVIVAL OF OBLIGATIONS

The parties' rights and obligations which, by their nature, would continue
beyond the termination or cancellation of this Agreement, including without
limitation, those contained in the Sections entitled TRADEMARKS, LIMITATION OF
LIABILITY, INDEMNIFICATION and CONFIDENTIALITY AND PROTECTION OF INFORMATION
shall survive any termination or cancellation of this Agreement.

14. INCORPORATION OF TERMS

The following provisions of the Member Agreement are incorporated herein
by this reference: (Section VI (Confidentiality and Protection of Information);
Section VII. (Indemnification); Section VIII (Limitation of Liability) and
Section IX (Other Terms and Conditions) but not including Section IX (J).

IN WITNESS WHEREOF, the parties by their duly authorized representatives do
hereby agree to execute this Agreement.

STUDENT ADVANTAGE, L.L.C. AT&T CORP.

By: /s/ Raymond V. Sozzi, Jr. By: /s/ G.J. McGovern
------------------------------- --------------------------------
Name Name

President Ex. VP Consumer Markets Division
------------------------------- --------------------------------
Title Title

6/10/98 7/8/98
------------------------------- --------------------------------
Date Signed Date Signed

CONFIDENTIAL

21
<PAGE> 22
EXHIBIT 1

MEMBER AGREEMENT

[Filed as Exhibit 10.7]

CONFIDENTIAL

22
<PAGE> 23
EXHIBIT 2

TARGET LIST

[To be provided by the parties from time to time.]

CONFIDENTIAL

23
<PAGE> 24
EXHIBIT 3

REQUIRED ELEMENTS FOR A COMPLETE QUALIFYING APPLICATION

Student application for an AT&T Direct Billed Calling Card must include:

* Customer Name (First, Last)
* Mailing Address at School (Street, Apt.# (where appropriate), City, State, Zip
Code)
* Phone # at School
* Address Indicator on which address the DBC, SA materials, and billing
statements should be sent (check box)
* Date of Birth (month, day, year)
* Name of College/University
* College Code
* Social Security Number
* Customer Signature
* Financial Information - Check boxes (Do you have: Checking, Savings, Credit
Card, Auto Loan, Student Loan, None)
* Student Advantage Representative Name and/or Identification Number

CONFIDENTIAL

24
<PAGE> 25
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

EXHIBIT 4

VIRTUAL BACKPACK OFFER

Exclusive Title Sponsorship for the Virtual Backpack Offer shall include, at
minimum, the following elements:

- - The Virtual Backpack shall include AT&T Marks and a tagline (to be agreed
upon by the parties) referencing AT&T (for example, "the Virtual Backpack
is powered by AT&T" in all marketing communications pieces which include
any other third party sponsor. In addition, the Virtual Backpack may be
branded as the AT&T Virtual Backpack at the AT&T college web site and in
associated AT&T marketing communications collateral.

- - The COMPANY logo will appear on the Virtual Backpack homepage

- - The parties shall mutually agree on the look and feel of the Virtual
Backpack's website.

- - The Virtual Backpack shall be accessible from both the AT&T College site
and the COMPANY Network.

- - COMPANY shall be responsible for obtaining all of the utility services
that provide the functionality of the Virtual Backpack, as well as
updating/maintaining this functionality.

- - AT&T will be the only telecommunications services provider to advertise
and/or have information or marketing materials available to the public on
the Virtual Backpack pages of the Student Advantage website, including any
banner advertising (such exclusivity shall cover all telecommunications
services and products as well as internet access services).

- - AT&T shall have the right to deny advertising on the Virtual Backpack site
to any potential advertiser that it reasonably determines would have a
non-deminimis detrimental effect on AT&T reputation in or sale of AT&T
products and services to the college market, whether or on a national or
regional basis.

- - The Virtual Backpack shall be tied to the COMPANY database and shall be
able to utilize that database for the purposes of custom messaging.

- - AT&T shall be able to add AT&T customer e care capabilities to the
functionality of Virtual Backpack once it is available, as well as other
related AT&T enhanced services, [**].

CONFIDENTIAL

<PAGE> 1
Exhibit 10.18

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.

Student Advantage, Inc.

May 20, 1999

AT&T Communications, Inc.
295 North Maple Avenue
Basking Ridge, NJ 07920

Ladies and Gentlemen:

The purpose of this letter is to clarify the terms of the Agreement
between AT&T Communications, Inc. ("AT&T") and Student Advantage LLC, dated as
of February 1, 1997, as amended by the letter agreement dated July 14, 1998 (the
"Agreement"). Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.

Notwithstanding the terms of the Agreement, Student Advantage LLC
(together with its affiliates) shall not be prohibited from (i) entering into
promotional and marketing activities with respect to the Student Advantage
Program or the AT&T/Student Advantage Program with any college, university or
university organization, (ii) permitting any college or university [**] College
Students from purchasing Student Advantage Program memberships from Student
Advantage and offering such memberships to its College Students free of charge,
or (iii) entering into promotional and marketing activities, including but not
limited to advertising on its Web site, in connection with credit cards or
related products, PROVIDED that such promotional and marketing activities shall
not include distribution of Student Advantage Program memberships free of
charge. In all other respects the Agreement shall remain in full force and
effect.

Please indicate your agreement to the foregoing by signing this letter
below.

Very truly yours,

STUDENT ADVANTAGE LLC

By: Student Advantage, Inc.,
its sole Member

By: /s/ Raymond V. Sozzi, Jr.
------------------------------------
Raymond V. Sozzi, Jr., President

AGREED TO AND ACCEPTED:

AT&T COMMUNICATIONS, INC.

By: /s/ Jay P. Summerall
--------------------
Division Manager
5-20-99

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated May 7, 1999, except as to the stock split described in Note 1
which is as of May 21, 1999 relating to the financial statements of Student
Advantage, Inc., which appear in such Registration Statement. We also consent to
the references to us under the headings "Experts" and "Selected Financial Data"
in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
May 21, 1999

<PAGE> 1
Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated April 5, 1999, relating to the financial statements of Collegiate
Advantage, Inc., which appear in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
May 21, 1999

<PAGE> 1
Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated April 5, 1999, relating to the financial statements of The Main
Quad, Inc., which appear in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
May 21, 1999

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated April 30, 1999, relating to the financial statements of University
Netcasting, Inc., which appear in such Registration Statement. We also consent
to the references to us under the heading "Experts" in such Registration
Statement.

/s/ PricewaterhouseCoopers LLP

San Diego, CA
May 20, 1999