SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

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

Check the appropriate box:
[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

Student Advantage, Inc.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement)

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[X] No fee required.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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- --------------------------------------------------------------------------------

STUDENT ADVANTAGE, INC.
280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON THURSDAY, MAY 16, 2002

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

To the Stockholders of Student Advantage, Inc.

The Annual Meeting of Stockholders of Student Advantage, Inc. (the
"Company") will be held at the offices of Hale and Dorr LLP, 26th Floor, 60
State Street, Boston, Massachusetts 02109, on Thursday, May 16, 2002 at 10:00
a.m., Boston time, to consider and act upon the following matters:

1. To elect two Class III directors to serve for a three-year term.

2. To approve an amendment to the Company's 1999 Employee Stock
Purchase Plan (the "1999 Plan") increasing the number of shares
issuable under the 1999 Plan from 450,000 to 1,000,000.

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on April 5, 2002 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.

By Order of the Board of Directors,

KENNETH S. GOLDMAN, Secretary

Boston, Massachusetts
April 19, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS
MAILED IN THE UNITED STATES.

STUDENT ADVANTAGE, INC.
280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210

-------------------------------
PROXY STATEMENT
-------------------------------

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2002

INTRODUCTION

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Student Advantage, Inc. (the "Company") for
use at the Annual Meeting of Stockholders to be held on May 16, 2002, and at any
adjournment of that meeting. All proxies will be voted in accordance with the
stockholders' instructions, and if no choice is specified, the proxies will be
voted in favor of the matters set forth in the accompanying Notice of Meeting.
Any proxy may be revoked by a stockholder at any time before its exercise by
delivery of written revocation or a subsequently dated proxy to the Secretary of
the Company, or by voting in person at the Annual Meeting.

The Company's Annual Report for the fiscal year ended December 31, 2001
("Fiscal 2001") was mailed to stockholders, along with these proxy materials, on
or about April 19, 2002.

QUORUM REQUIREMENT

At the close of business on April 5, 2002, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding and entitled to vote an aggregate of 47,645,560
shares of Common Stock of the Company, constituting all of the outstanding
voting stock of the Company. Holders of Common Stock are entitled to one vote
per share.

The holders of a majority of the shares of Common Stock outstanding and
entitled to vote at the Annual Meeting shall constitute a quorum for the
transaction of business at the Annual Meeting. Shares of Common Stock
represented in person or by proxy (including shares which abstain or otherwise
do not vote with respect to one or more of the matters presented for stockholder
approval) will be counted for purposes of determining whether a quorum is
present at the Annual Meeting.

VOTES REQUIRED

The affirmative vote of the holders of shares of Common Stock representing
a plurality of the votes cast by the holders of Common Stock is required for the
election of the directors. The affirmative vote of the holders of shares of
Common Stock representing a majority of the votes cast is required for the
approval of the proposed amendment to the Company's 1999 Employee Stock Purchase
Plan.

Shares which abstain from voting as to a particular matter, and shares held
in "street name" by a broker or nominee who indicates on a proxy that it does
not have discretionary authority to vote as to a particular matter, will not be
voted in favor of such matter, and also will not be counted as votes cast on
such matter. Accordingly, abstentions and "broker non-votes" will have no effect
on the voting on a matter that requires the affirmative vote of a plurality of
the votes cast on that matter (such as the election of the Class III directors)

or a majority of the votes cast on that matter (such as the approval of the
proposed amendment to the Company's 1999 Employee Stock Purchase Plan).

BENEFICIAL OWNERSHIP OF VOTING STOCK

The following table sets forth the beneficial ownership of the Company's
Common Stock as of January 31, 2002, (i) by each person who is known by the
Company to beneficially own more than 5% of the outstanding shares of Common
Stock, (ii) by each director, (iii) by each of the executive officers named in
the Summary Compensation Table set forth under the caption "Executive
Compensation" below, and (iv) by all current directors and executive officers as
a group. Unless otherwise indicated, (i) 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 (ii) the address of each
beneficial owner is c/o Student Advantage, Inc., 280 Summer Street, Boston,
Massachusetts 02210. As of January 31, 2002, there were 47,621,511 shares of
Common Stock outstanding.

<Table>
<Caption>
PERCENTAGE OF
SHARES COMMON
BENEFICIALLY STOCK
NAME OF BENEFICIAL OWNER OWNED OUTSTANDING
- ------------------------ ------------ -------------

5% STOCKHOLDERS
Raymond V. Sozzi, Jr.(1).................................... 7,167,983 15.1%
Jennison Associates LLC(2).................................. 4,645,800 9.5
Greylock IX Limited Partnership(3).......................... 4,500,000 9.5
William S. Kaiser(3)........................................ 4,500,000 9.5
Marc J. Turtletaub.......................................... 3,750,000 7.9
John Hancock Advisers, LLC(4)............................... 2,987,350 6.2
Lord, Abbett & Co.(5)....................................... 2,605,959 5.5

OTHER DIRECTORS
John S. Katzman(6).......................................... 1,069,530 2.6
John M. Connolly(7)......................................... 7,500 *
Charles E. Young(8)......................................... 5,132 *

OTHER NAMED EXECUTIVES
Kenneth S. Goldman(9)....................................... 165,125 *
Craig R. MacFarlane(10)..................................... 86,250 *
Jay P. Summerall(11)........................................ 145,400 *
Kevin M. Roche(12).......................................... 53,783 *
All executive officers and directors as a group (12
persons)(13).............................................. 17,007,077 35.2
</Table>

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

* Less than 1%.

(1) Includes 198,647 shares held in trust, of which Mr. Sozzi is sole trustee
and, until 2005, the sole beneficiary.

(2) Jennison Associates LLC ("Jennison") may have direct or indirect voting
and/or investment discretion over 3,395,800 shares in connection with the
provision of investment advice by Jennison to several investment companies,
insurance separate accounts and institutional clients. Jennison is
wholly-owned by Prudential Insurance Company of America ("Prudential") and,
as a result, Prudential may be

deemed to have the power to direct the exercise of voting power or
investment discretion that Jennison may have with respect to such shares.
Jennison disclaims beneficial ownership of such shares. The information
regarding Jennison's beneficial ownership of 3,395,800 shares of Common
Stock is based solely on a Schedule 13G filed with the SEC on February 4,
2002 by Jennison. In addition, Jennison holds warrants to purchase an
aggregate of 1,250,000 shares of Common Stock, which are exercisable on or
within 60 days of January 31, 2002. Jennison's address is 466 Lexington
Avenue, New York, New York 10017.

(3) Consists of 4,250,000 shares held of record and 250,000 shares subject to
warrants that were exercisable on or within 60 days of January 31, 2002 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 880 Winter Street, Waltham,
Massachusetts 02451.

(4) John Hancock Advisers, LLC ("JHA") has sole voting and dispositive power
with respect to 2,332,400 shares held by John Hancock Small Cap Value Fund
and 54,950 shares held by John Hancock Small Cap Equity Fund pursuant to
Advisory Agreements relating to these funds. JHA is a wholly-owned
subsidiary of The Berkeley Financial Group, LLC ("TBFG"), TBFG is a
wholly-owned subsidiary of John Hancock Subsidiaries, LLC ("JHS"), JHS is a
wholly-owned subsidiary of John Hancock Life Insurance Company ("JHLIC")
and JHLIC is a wholly owned subsidiary of John Hancock Financial Services,
Inc. ("JHFS"), and therefore TBFG, JHS, JHLIC and JHFS all may be deemed
indirect beneficial owners of such shares. This information regarding JHA's
beneficial ownership of 2,387,350 shares of Common Stock is based solely on
a Schedule 13G filed with the SEC on February 8, 2002 by JHA, TBFG, JHS,
JHLIC and JHFS. In addition, JHA holds warrants to purchase an aggregate of
600,000 shares of Common Stock, which are exercisable on or within 60 days
of January 31, 2002. The principal business offices of JHFS, JHLIC and JHS
are located at John Hancock Place, P.O. Box 111, Boston, Massachusetts
02117. The principal offices of TBFG and JHA are located at 101 Huntington
Avenue, Boston, Massachusetts 02199.

(5) Information is based solely on a Schedule 13G/A filed with the Securities
and Exchange Commission ("SEC") on January 28, 2002 by Lord, Abbett & Co.
Lord, Abbett & Co.'s address is 90 Hudson Street, Jersey City, New Jersey
07302.

(6) Includes 5,205 shares held of record by Alicia Ernst, Mr. Katzman's wife,
9,957 shares held of record by Princeton Review Products, LLC, and 785,000
shares held of record by Princeton Review Publishing, LLC. Mr. Katzman is
the chief executive officer of Princeton Review Publishing, LLC, which is
the parent company of Princeton Review Products LLC. Mr. Katzman disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest therein. Mr. Katzman's address is c/o Princeton Review Publishing,
LLC, 2315 Broadway, New York, New York 10024.

(7) Consists of 7,500 shares subject to options held by Mr. Connolly that were
exercisable on or within 60 days of January 31, 2002.

(8) Consists of 5,132 shares subject to options held by Mr. Young that were
exercisable on or within 60 days of January 31, 2002.

(9) Consists of 165,125 shares subject to options held by Mr. Goldman that were
exercisable on or within 60 days of January 31, 2002.

(10) Consists of 86,250 shares subject to options held by Mr. MacFarlane that
were exercisable on or within 60 days of January 31, 2002.

(11) Consists of 137,400 shares subject to options held by Mr. Summerall that
were exercisable on or within 60 days of January 31, 2002 and 8,000 shares
held by Mr. Summerall's minor children.

(12) Includes 42,188 shares subject to options held by Mr. Roche that were
exercisable on or within 60 days of January 31, 2002.

(13) Includes 493,695 shares subject to options held by the executive officers
and directors and 250,000 shares subject to a warrant that a director may
be deemed to beneficially own that were exercisable on or within 60 days of
January 31, 2002.

ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes, with
members of each class holding office for staggered three-year terms. Currently
there are two Class III directors, whose terms expire at this Annual Meeting of
Stockholders, two Class I directors, whose terms expire at the Annual Meeting of
Stockholders following the fiscal year ending December 31, 2002 (the "2003
Annual Meeting"), and two Class II directors, whose terms expire at the Annual
Meeting of Stockholders following the fiscal year ending December 31, 2003 (the
"2004 Annual Meeting") (in all cases subject to the election and qualification
of their successors or to their earlier death, resignation or removal).

The persons named in the enclosed proxy will vote to elect William S.
Kaiser and Marc J. Turtletaub as Class III directors, unless authority to vote
for the election of the nominees is withheld by marking the proxy to that
effect. Mr. Kaiser and Mr. Turtletaub are currently Class III directors of the
Company. They have indicated their willingness to serve, if elected, but if they
should be unable or unwilling to stand for election, proxies may be voted for
substitute nominees designated by the Board of Directors.

DIRECTORS OF THE COMPANY

Set forth below are the names and certain information with respect to each
director of the Company, including the nominees for Class III directors.

NOMINEES FOR CLASS III DIRECTORS (HOLDING OFFICE FOR TERM EXPIRING AT THIS
ANNUAL MEETING; NOMINATED FOR THE TERM EXPIRING AT THE ANNUAL MEETING FOLLOWING
THE FISCAL YEAR ENDING DECEMBER 31, 2004):

WILLIAM S. KAISER, age 46, has served as a Director of the Company 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 Red Hat, Inc.

MARC J. TURTLETAUB, age 56, has served as a Director of the Company since
October 1998. Mr. Turtletaub has served as Manager of Deep River Ventures
L.L.C., an entity which invests in growth companies, since December 1999. Mr.
Turtletaub served as Chief Executive Officer of The Money Store, Inc., a
financial services company, from 1979 through 1999.

CLASS I DIRECTORS (HOLDING OFFICE FOR TERM EXPIRING AT THE 2003 ANNUAL
MEETING):

JOHN S. KATZMAN, age 42, has served as a Director of the Company since
March 1996. Mr. Katzman founded The Princeton Review, a provider of test
preparation and admission services, and has served as its Chief Executive
Officer since 1981.

CHARLES E. YOUNG, age 70, has served as a Director of the Company since
September 1999. Dr. Young has served as President of the University of Florida
since November 1999. Dr. Young served as Chancellor of the University of
California Los Angeles (UCLA) from September 1968 to June 1997, and served as
Chancellor Emeritus of UCLA from July 1997 to October 1999. Dr. Young currently
serves as a Director of Intel Corporation.

CLASS II DIRECTORS (HOLDING OFFICE FOR TERM EXPIRING AT THE 2004 ANNUAL
MEETING):

JOHN M. CONNOLLY, age 49, has served as a Director of the Company since May
1999. Mr. Connolly has served as General Manager, Strategy and Change
Consulting, IBM Global Services since June 2001. Mr. Connolly founded
Mainspring, Inc., an Internet e-strategy service firm, and served as its
Chairman of the Board, President and Chief Executive Officer from June 1996
until it was acquired by IBM in June 2001.

RAYMOND V. SOZZI, JR., age 33, founded the Company in 1992 and has served
as Chairman of the Board, President and Chief Executive Officer of the Company
since its inception.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 1, 2001, Greylock IX Limited Partnership, L.P. ("Greylock")
participated in a private placement by the Company of its Common Stock and
warrants to purchase Common Stock. William S. Kaiser, one of the Company's
directors, is a general partner of Greylock IX GP Limited Partnership, which is
the general partner of Greylock. In connection with the private placement, the
Company issued and sold to Greylock 500,000 shares of Common Stock for a total
purchase price of $1,000,000 and a warrant to purchase 250,000 shares of Common
Stock with an exercise price of $3.00 per share. The warrant is presently
exercisable and expires on May 1, 2005. Pursuant to the terms of a Registration
Rights Agreement between the Company and Greylock, the Company registered the
shares of Common Stock and the shares of Common Stock issuable upon exercise of
the warrant for resale to the public.

In 2001, Raymond V. Sozzi, Jr., the Company's Chairman of the Board,
President and Chief Executive Officer, advanced an aggregate of $277,000 to the
Company, all of which was repaid in 2001 without interest.

BOARD AND COMMITTEE MEETINGS

The Board of Directors met ten times during 2001. Each incumbent director,
except Marc J. Turtletaub, attended at least 75% of the aggregate number of
meetings of the Board and of the committees on which he then served. Mr.
Turtletaub attended 64% of the aggregate number of meetings of the Board and of
the committees on which he then served.

The Company has a standing Audit Committee of the Board of Directors, which
meets with the Company's auditors to review and evaluate the Company's audit
procedures and to recommend and implement any desired changes to the Company's
audit procedures. The members of the Audit Committee are Messrs. Kaiser,
Connolly and Young. The Audit Committee met four times during 2001.

The Company has a standing Compensation Committee of the Board of
Directors, which establishes the compensation of each of the Company's executive
officers, compensation policies applicable to the Company's executive officers
and the basis for the compensation of the Company's Chief Executive Officer.
From January 1 through March 31, 2001, the members of the Compensation Committee
were Messrs. Kaiser, Katzman and Turtletaub. On March 31, 2001, Mr. Katzman
resigned and the Board of Directors appointed Mr. Connolly to the Compensation
Committee. The Compensation Committee met once during 2001.

The Company has a standing Stock Option Committee of the Board of
Directors, which grants stock options and makes other awards under the Company's
1998 Stock Incentive Plan to employees who are not executive officers in
accordance with the guidelines established by the Board of Directors. The sole
member of the Stock Option Committee is Raymond V. Sozzi, Jr. The Stock Option
Committee acted solely by written action during 2001.

The Company does not have a standing Nominating Committee of the Board of
Directors.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of the Company's Board of Directors acts under written
charter first adopted and approved on June 13, 2000. The members of the Audit
Committee are independent directors, as defined by its charter and the rules of
the Nasdaq Stock Market.

The Audit Committee reviewed the Company's audited financial statements for
Fiscal 2001 and discussed these financial statements with the Company's
management. Management is responsible for the Company's internal controls and
the financial reporting process. The Company's independent auditors are
responsible for performing an independent audit of the Company's financial
statements in accordance with generally accepted accounting principles and to
issue a report on those financial statements. The Audit Committee is responsible
for monitoring and overseeing these processes. As appropriate, the Audit
Committee reviews and evaluates, and discusses with the Company's management,
internal accounting, financial and auditing personnel and the independent
auditors, the following:

- the plan for, and the independent auditors' report on, each audit of the
Company's financial statements;

- the Company's financial disclosure documents, including all financial
statements and reports filed with the Securities and Exchange Commission
or sent to stockholders;

- management's selection, application and disclosure of critical accounting
policies;

- changes in the Company's accounting practices, principles, controls or
methodologies;

- significant developments or changes in accounting rules applicable to the
Company; and

- the adequacy of the Company's internal controls and accounting, financial
and auditing personnel.

Management represented to the Audit Committee that the Company's financial
statements had been prepared in accordance with generally accepted accounting
principles.

The Audit Committee also reviewed and discussed the audited financial
statements and the matters required by Statement on Auditing Standards 61
(Communication with Audit Committees) with Arthur Andersen LLP, the Company's
independent auditors. SAS 61 requires the Company's independent auditors to
discuss with the Company's Audit Committee, among other things, the following:

- methods to account for significant unusual transactions;

- the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;

- the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and

- disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.

Arthur Andersen LLP also provided the Audit Committee with the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees). Independence Standards Board
Standard No. 1 requires auditors annually to disclose in writing all
relationships that in the auditor's professional opinion may reasonably be
thought to bear on independence, confirm their perceived independence and engage
in a discussion of independence. In addition, the Audit Committee discussed with
Arthur Andersen LLP their independence from the Company.

Based on its discussions with management and Arthur Andersen LLP, and its
review of the representations and information provided by management and Arthur
Andersen LLP, the Audit Committee recommended to the Company's Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

By the Audit Committee of the Board of Directors of Student Advantage, Inc.

John M. Connolly
William S. Kaiser
Charles E. Young

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

COMPENSATION OF DIRECTORS

Directors of the Company are reimbursed for expenses incurred in connection
with their attendance at Board and committee meetings. Directors receive no
other cash compensation for serving as directors.

EXECUTIVE COMPENSATION

Summary Compensation

The following Summary Compensation Table sets forth certain information
concerning the compensation for each of the last three fiscal years of (i) the
Company's Chief Executive Officer and (ii) the four most highly compensated
executive officers who were serving as executive officers on December 31, 2001
(collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION
AWARDS(2)
------------
ANNUAL COMPENSATION(1) SECURITIES
FISCAL ---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------- ------ --------- --------- ------------ ------------

Raymond V. Sozzi, Jr.................. 2001 $146,000 $ 0 $29,412(3)
Chairman of the Board, Chief 2000 156,000 115,000 -- 24,343(4)
Executive Officer and President 1999 153,462 100,000 -- 4,320(5)
Craig R. MacFarlane (6)............... 2001 172,981 9,000 -- --
Vice President, Technology and 2000 57,211 0 180,000 --
Chief Technology Officer
Kenneth S. Goldman (7)................ 2001 167,269 12,500 25,000 --
Executive Vice President, 2000 68,077 0 280,000 --
Finance, Chief Financial Officer,
Treasurer and Secretary
Jay P. Summerall (8).................. 2001 147,885 0 -- --
Executive Vice President, 2000 87,231 37,500 250,000 50,000(9)
Student Services and Chief Operating
Officer
Kevin M. Roche (10)................... 2001 137,800 9,000 -- --
Vice President, Human Resources 2000 120,193 35,000 50,000 --
</Table>

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

(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where such perquisites and other
personal benefits constituted less than the lesser of $50,000 or 10% of the
total of annual salary and bonus for the executive officer for the fiscal
year.

(2) The Company did not grant any stock appreciation rights or make any
long-term incentive plan payouts during the years ended December 31, 1999,
2000 and 2001.

(3) Represents $25,042 of legal and accounting expenses to be paid by the
Company for Mr. Sozzi's personal tax planning during 2001 and a parking
allowance of $4,370.

(4) Represents $19,663 of legal expenses paid by the Company for Mr. Sozzi's
personal tax planning and $4,680 contributed by the Company to Mr. Sozzi's
401(K) account.

(5) Represents the Company's contributions to Mr. Sozzi's 401(K) account.

(6) Mr. MacFarlane joined the Company as Vice President, Technology and Chief
Technology Officer in August 2000.

(7) Mr. Goldman joined the Company as Executive Vice President, Finance, Chief
Financial Officer and Treasurer in July 2000.

(8) Mr. Summerall joined the Company as Executive Vice President, Student
Services in June 2000 and became Chief Operating Officer in July 2001.

(9) Represents relocation costs paid to Mr. Summerall.

(10) Mr. Roche was elected Vice President, Human Resources in June 2000.

Option Grants

The following table sets forth certain information concerning grants of
stock options during 2001 to each of the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SHARES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ----------------------
NAME GRANTED FISCAL YEAR SHARE DATE 5% 10%
- ---- ---------- ------------- --------- ---------- --------- ---------

Raymond V. Sozzi, Jr.......... -- -- -- -- -- --
Craig R. MacFarlane........... -- -- -- -- -- --
Kenneth S. Goldman(1)......... 25,000 1.1% $2.50 3/13/11 $39,306 $99,609
Jay P. Summerall.............. -- -- -- -- -- --
Kevin M. Roche................ -- -- -- -- -- --
</Table>

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

(1) The option is an non-statutory stock option and terminates three months
following termination of the executive officer's employment with the Company
or the expiration date, whichever occurs earlier. The exercise price of the
option was determined to be equal to the fair market value per share of the
Common Stock on the date of grant. The option vested in full on December 1,
2001.

(2) Amounts represent hypothetical gains that could be achieved for the option
if exercised at the end of the option term. These gains are based on assumed
rates of stock price appreciation of 5% and 10% compounded annually from the
date the respective options were granted to their expiration date. The gains
shown are net of the option exercise price, but do not include deductions
for taxes or other expenses associated with the exercise of the option or
the sale of the underlying shares. The actual gains, if any, on the exercise
of the stock option will depend on the future performance of the Common
Stock, the optionholder's continued employment through the option period,
and the date on which the option is exercised.

Option Exercises and Holdings

The following table sets forth certain information concerning the number
and value of unexercised options held by each of the Named Executive Officers on
December 31, 2001. No options were exercised by any of the Named Executive
Officers during 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

<Table>
<Caption>
NUMBER OF SHARES VALUE OF UNEXERCISED IN-THE-
UNDERLYING UNEXERCISED MONEY OPTIONS AT FISCAL
OPTIONS AT FISCAL YEAR END YEAR END(1)
--------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ------------ --------------

Raymond V. Sozzi, Jr.......................... -- -- $-- $--
Craig R. MacFarlane........................... 76,875 103,125 -- --
Kenneth S. Goldman............................ 148,750 156,250 -- --
Jay P. Summerall.............................. 112,500 137,500 -- --
Kevin M. Roche................................ 38,750 36,250 -- --
</Table>

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

(1) Based on a value of $1.26 per share, the fair market value per share of the
Common Stock on December 31, 2001.

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,
and a bonus at a target level of $75,000 to be determined in the discretion of
the Board of Directors. For 2002, the Board of Directors has determined that Mr.
Sozzi's base salary is $180,000 and the target level of his bonus is $100,000.
Pursuant to the employment agreement, if the Company terminates 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. Mr. Sozzi may terminate the employment agreement if
within one year after a change in control of the Company there is a material
diminution in his position which is not cured by the Company within ten days of
receiving written notice. In addition, Mr. Sozzi has agreed to certain
confidentiality, noncompetition and nonsolicitation provisions.

Each of Messrs. Goldman, Summerall, MacFarlane and Roche have been granted
options to purchase Common Stock under the Company's 1998 Stock Incentive Plan.
The option agreements for each of these options provide for the acceleration of
vesting in the event of a change in control of the Company with respect to the
number of shares of that would have vested on a monthly vesting schedule through
the date of the change of control and 50% of the remaining unvested shares. If,
following a change of 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.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors was established on
April 5, 1999 by the Company's Board of Directors and was chartered to establish
the compensation (including salaries, bonuses

and other types of compensation) of each executive officer, to establish
compensation policies applicable to executive officers and to establish the
basis for the compensation of the Company's Chief Executive Officer ("CEO").
From January to March 2001, the members of the Compensation Committee were
Messrs. Kaiser, Katzman and Turtletaub, three of the Company's non-employee
Directors. On March 31, 2001, Mr. Katzman resigned and the Board of Directors
appointed Mr. Connolly to the Compensation Committee. The executive compensation
program is designed to align the interests of the executive officers with those
of the Company's stockholders, to encourage and reward superior performance and
to attract, retain and reward executives who are critical for the continued
growth and success of the Company. In making decisions regarding executive
compensation, the Committee receives and considers input from Mr. Sozzi, the
Company's CEO. This report is submitted by the Compensation Committee and
describes the compensation policies of Student Advantage for 2001 as they
pertain to the CEO and the Company's other executive officers.

The Committee's executive compensation philosophy is that executive
compensation should be tied to the Company's core values and business
objectives. In establishing base salaries for executive officers, the Committee
considers factors such as the executive's scope of responsibilities, the
executive's current and future contributions, impact and value to the
achievement of financial results, the executive's performance in the prior year,
competitiveness in the marketplace for similar skills and abilities, historical
salary actions and relative salary levels of similar positions within the
Company. Increases in base salary are generally based upon enhanced individual
performance targets, maintaining a competitive base salary with the external
marketplace and/or increases in an executive's scope of responsibilities. In
awarding performance bonuses to executive officers, the Committee evaluates
overall business performance against goals and the extent to which each
executive meets certain personal performance measurements which include the
executive's ability to manage change, achieve development plan goals, manage
financial controls and participate in peer development.

The Company's 1998 Stock Incentive Plan (the "1998 Plan") authorizes the
Committee to grant incentive or non-statutory stock options to employees of the
Company. The Committee is authorized to determine the price and terms at which
such options are granted. The Committee believes options provide an incentive to
executives to maximize stockholder value and they compensate executives only to
the extent that the Company's stockholders receive a return on their investment.
Moreover, because options granted to executive officers generally become
exercisable over a four-year period and terminate (subject to the terms of the
1998 Plan) with the termination of the executive's employment with the Company,
stock options serve as a means of retaining these executives. In addition, the
Committee may grant options in respect of past performance. In light of the
Company's volatile stock price and the fact that previously granted options have
exercise prices well in excess of the Company's current trading price, the
Committee granted an option with a shorter vesting period to one executive
officer. In determining the total number of shares of Common Stock to be covered
by option grants to executive officers in a given year, the Committee takes into
account the number of outstanding shares of Common Stock, the number of shares
reserved for issuance under the Company's 1998 Plan and the Company's projected
hiring needs for the coming year. In making individual stock option grants to
executives, the Committee considers the same factors considered in the
determination of base salary and performance bonus levels, as well as the stock
and option holdings of each executive and the remaining vesting schedule of such
executive's options.

Mr. Sozzi, Student Advantage's CEO, is eligible to participate in the
executive compensation program available to other Student Advantage executives,
and the employment agreement he entered into with the Company in March 1996, as
amended in October 1998, increased his annual salary to $150,000 and established
a target level of $75,000 for his bonus as determined in the discretion of the
Board of Directors. At Mr. Sozzi's recommendation, Mr. Sozzi was not granted any
performance bonus for 2001.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally disallows a tax deduction to public companies for certain
compensation in excess of $1 million paid to the Company's
11

Chief Executive Officer and four other most highly compensated executive
officers. Certain compensation, including qualified performance-based
compensation, will not be subject to the deduction limit if certain requirements
are met. The Compensation Committee reviews the potential effect of Section
162(m) periodically and generally seeks to structure the compensation granted to
the Company's executive officers through option issuances under the 1998 Plan in
a manner that is intended to avoid disallowance of deductions under Section
162(m). Nevertheless, the Compensation Committee reserves the right to use its
judgment to authorize compensation payments that may be subject to the deduction
limit when the Committee believes such payments are appropriate and in the best
interests of its stockholders, after taking into consideration changing business
conditions and the performance of its employees. In any event, there can be no
assurance that compensation attributable to stock options granted under the 1998
Plan will qualify as performance-based compensation under Section 162(m).

Compensation Committee of the Board of Directors of Student Advantage, Inc.
William S. Kaiser
John M. Connolly
Marc J. Turtletaub

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the
Common Stock of the Company from June 18, 1999 (the date the Common Stock of the
Company commenced public trading) through December 31, 2001 with the cumulative
total return during this period of (i) the Nasdaq Composite Index and (ii) the
J.P. Morgan H&Q Internet Index. This graph assumes the investment of $100 on
June 18, 1999 in the Company's Common Stock, the Nasdaq Composite Index and J.P.
Morgan H&Q Internet Index, and assumes dividends are reinvested.

(PERFORMANCE GRAPH)

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------
18-Jun-99 31-Dec-99 31-Dec-00 31-Dec-01
- ----------------------------------------------------------------------------------------------------

Student Advantage $100.00 $277.38 $53.13 $15.75
Nasdaq Composite Index $100.00 $158.74 $96.38 $76.09
JP Morgan H&Q Internet Index $100.00 $223.23 $85.89 $55.27
</Table>

APPROVAL OF AMENDMENT TO 1999 EMPLOYEE STOCK PURCHASE PLAN

The Company's Board of Directors believes that the future success of the
Company depends, in large part, on its ability to maintain a competitive
position in attracting, retaining and motivating its employees. Under the
Company's 1999 Employee Stock Purchase Plan (the "1999 Plan"), the Company is
currently authorized to sell to its employees, through payroll deductions, up to
an aggregate of 450,000 shares of Common Stock. As of January 31, 2002, there
were approximately 68,359 shares available for future sale under the 1999 Plan.
Accordingly, on March 29, 2002, the Company's Board of Directors adopted,
subject to stockholder approval, an amendment to the 1999 Plan increasing from
450,000 to 1,000,000 the number of shares of Common Stock available for issuance
under the 1999 Plan (subject to adjustment for certain changes in the Company's
capitalization).

The Company's Board of Directors believes that the proposed amendment to
the 1999 Plan is in the best interests of the Company and its stockholders and
therefore recommends that the stockholders vote FOR this proposal.

SUMMARY OF THE 1999 PLAN

The following summary of the 1999 Plan is qualified in its entirety by
reference to the full text of the 1999 Plan, a copy of which is attached as
Appendix A to the electronic copy of this Proxy Statement filed with the SEC and
may be accessed from the SEC's home page (www.sec.gov). In addition, a copy of
the 1999 Plan may be obtained by making a written request to the Secretary of
the Company.

DESCRIPTION OF THE PLAN

The 1999 Plan permits employees of the Company and its designated
subsidiaries to purchase shares of Common Stock from the Company through a
series of offerings. Offerings under the 1999 Plan commence every six months, on
June 1 and December 1 of each year, however, the Board of Directors may, at its
discretion, choose a different period of time for the offering period of up to
twelve months. Each eligible employee may elect to have amounts withheld from
his or her compensation, which amounts will accrue in an account for such
employee during the offering period. On each November 30 and May 31 during the
offering period, funds that have accrued in this account will be used to
purchase Common Stock, subject to certain limitations, at a purchase price that
is generally equal to 85% of the fair market value of the Common Stock on either
the initial date of each offering or on the last trading day prior to the date
of purchase, whichever is less.

ELIGIBILITY

Persons eligible to participate in an offering under the 1999 Plan are
generally those employees who (i) are employed by the Company (or a designated
subsidiary) at least three months prior to enrolling in the 1999 Plan and who
are employees on the first day of the applicable offering period, (ii) are
customarily employed by the Company for more than twenty hours a week and for
more than five months in any calendar year, and (iii) do not own five percent or
more of the total combined voting power Company's (or any subsidiary's) capital
stock. As of March 31, 2002, approximately 382 of our employees were eligible to
participate in the 1999 Plan.

OFFERING PERIODS

The 1999 Plan consists of consecutive, six month offering periods with a
new offering period commencing on the first trading day on or after June 1 and
December 1 of each year. The Board of Directors may change the period of any
offering, at its discretion, to any period of time of up to twelve months.

PAYROLL DEDUCTIONS

Eligible participants in the 1999 Plan may request that the Company
withhold up to ten percent of their compensation, with some limitations, which
is then credited to the participant's account. No employee can be granted an
option which provides him or her with the right to purchase shares under the
1999 Plan which accrues at a rate which exceeds $25,000 of the fair market value
of the Common Stock (based on the value of the stock on the first day of the
offering period) during any calendar year in which the right is outstanding. An
employee may not make any additional payments into such account. An employee may
discontinue participation in the 1999 Plan or may decrease the rate of payroll
deductions once during each offering period. If an employee elects to
discontinue payroll deductions but does not withdraw the funds, funds that were
previously deducted will be used to purchase shares of Common Stock at the end
of the offering period.

GRANT OF OPTION

On the first day of each offering period, each eligible participating
employee is granted an option to purchase on the last business day of the plan
period up to a maximum number of whole shares of Common Stock determined by
multiplying $2,083 by the number of full months in the offering period and
dividing the result by the fair market value of a share of Common Stock on the
first day of the offering period. The option expires on the last day of the
offering period.

EXERCISE OF OPTION

A participant's option to purchase shares is exercised automatically on the
last trading day of each offering period. Upon exercise, the participant will
purchase the maximum number of whole shares subject to the option based upon the
applicable purchase price and the accumulated payroll deductions in his or her
account. Any money left over in a participant's account after the last trading
day of each purchase period will be returned to the participant.

PURCHASE PRICE

The purchase price of the shares of Common Stock to be sold pursuant to any
given offering is equal to the lesser of (i) 85% of the fair market value of the
shares on the first day of the offering period, or (ii) 85% of the fair market
value of the shares on the last trading day of the purchase period. For so long
as the Common Stock is traded on the Nasdaq National Market System, the fair
market value of a share of Common Stock on any given date shall be the last
reported sale price. On March 25, 2002, the last reported sale price of the
Company's Common Stock was $1.00.

CHANGES IN CAPITALIZATION

In the event of a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company, the maximum number of shares each participant may
purchase during a purchase period and the price per share and the number of
shares of Common Stock covered by each option under the 1999 Plan which has not
yet been exercised shall be proportionately adjusted.

MERGER OR ASSET SALE

In the event of a "continuity of control" merger or consolidation in which
the holders of capital stock of the Company immediately prior to such merger or
consolidation continue to hold at least 80% of the voting power of the capital
stock of the surviving corporation, each participant holding an outstanding
purchase right will be entitled to receive, at the end of the offering period,
the equivalent number of securities or property
15

which holders of the Common Stock were entitled to receive upon consummation of
such merger or consolidation. In the event of a non-continuity of control merger
or a sale of all or substantially all of the assets of the Company, the Board of
Directors may (1) terminate all outstanding purchase rights and refund all
payroll deductions, (2) provide notice to all participants and allow them to
exercise their purchase rights at least 10 days prior to the effective date of
such transaction, or (3) provide that participants shall receive such stock or
securities as holders of shares of the Company's Common Stock received pursuant
to the terms of the transaction.

AMENDMENT AND TERMINATION OF THE 1999 PLAN

The Board of Directors may at any time terminate or amend the 1999 Plan.
However, if stockholder approval of an amendment is required by Section 423 of
the Code, such amendment may not be effected without such stockholder approval.
The 1999 Plan requires that all amounts in the accounts of participants be
promptly refunded upon termination of the 1999 Plan.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following generally summarizes the United States federal income tax
consequences that will arise with respect to participation in the 1999 Plan and
with respect to the sale of Common Stock acquired under the 1999 Plan. This
summary is based on the tax laws in effect as of the date of this proxy
statement. Changes to these laws could alter the tax consequences described
below.

Tax Consequences to Participants. A participant will not have income upon
enrolling in the 1999 Plan or upon purchasing Common Stock at the end of an
offering.

A participant may have both compensation income and capital gain income if
the participant sells Common Stock that was acquired under the 1999 Plan at a
profit (if sales proceeds exceed the purchase price). The amount of each type of
income will depend on when the participant sells the Common Stock. If the
participant sells the Common Stock more than two years after the commencement of
the offering during which the Common Stock was purchased and more than one year
after the date that the participant purchased the Common Stock, then the
participant will have compensation income equal to the lesser of:

- 15% of the value of the Common Stock on the day the offering commenced;
and

- the participant's profit.

Any excess profit will be long-term capital gain.

If the participant sells the Common Stock prior to satisfying these waiting
periods, then he or she will have engaged in a disqualifying disposition. Upon a
disqualifying disposition, the participant will have compensation income equal
to the value of the Common Stock on the day he or she purchased the stock less
the purchase price. If the participant's profit exceeds the compensation income,
then the excess profit will be capital gain. This capital gain will be long-term
if the participant has held the stock for more than one year and otherwise will
be short-term.

If the participant sells the Common Stock at a loss (if sales proceeds are
less than the purchase price), then the loss will be a long-term capital loss.
This capital loss will be long-term if the participant has held the stock for
more than one year and otherwise will be short-term.

Tax Consequences to the Company. There will be no tax consequences to the
Company except that it will be entitled to a deduction when a participant has
compensation income. Any such deduction will be subject to the limitations of
Section 162(m) of the Code.

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of Arthur Andersen LLP will not be present at the Annual
Meeting and, therefore, will not have the opportunity to make a statement if
they desire to do so and will not be available to respond to appropriate
questions from stockholders.

Previously, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") served as
independent accountant for the Company since 1998. Effective April 11, 2001,
dismissed PricewaterhouseCoopers as its independent accountants.
PricewaterhouseCoopers' reports on the Company's financial statements for the
years ended December 31, 1999 and December 31, 2000 did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to dismiss
PricewaterhouseCoopers was recommended by management and the Company's Audit
Committee and was approved by the Board of Directors. During the years ended
December 31, 1999 and December 31, 2000 and through April 11, 2001, there were
no disagreements with PricewaterhouseCoopers on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers, would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.

Effective April 11, 2001, the Company engaged Arthur Andersen LLP ("Arthur
Andersen"), independent accountant, as the principal accountant to audit the
consolidated financial statements of the Company. During the years ended
December 31, 1999 and December 31, 2000 and during the interim period prior to
engaging Arthur Andersen, neither the Company nor anyone on its behalf consulted
Arthur Andersen regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor oral advice was
provided that Arthur Andersen concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue.

INDEPENDENT AUDITORS FEES AND OTHER MATTERS

Audit Fees. PricewaterhouseCoopers did not bill the Company for any
professional services rendered in connection with the audit of the Company's
financial statements for the most recent fiscal year and the reviews of the
financial statements included in the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001.

Arthur Andersen billed the Company an aggregate of $95,000 in fees for
professional services rendered in connection with the audit of the Company's
financial statements for the year ended December 31, 2001 and the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the quarters ended June 30, 2001 and September 30, 2001.

Financial Information Systems Design and Implementation Fees. Arthur
Andersen did not bill the Company for any professional services rendered to the
Company and its affiliates during 2001 in connection with financial information
systems design or implementation, the operation of the Company's information
system or the management of its local area network.

All Other Fees. PricewaterhouseCoopers billed the Company an aggregate of
$52,000 in fees for other services rendered to the Company and its affiliates
during 2001.

Arthur Andersen did not bill the Company for other services rendered to the
Company and its affiliates during 2001.

Leased Employees. The Company has been informed by Arthur Andersen that no
work was performed by persons other than full-time, permanent employees of
Arthur Andersen.

OTHER MATTERS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on its review of reports filed by "reporting persons" of the
Company under Section 16 (a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), the Company believes that during Fiscal 2001 all filings
required to be made by reporting persons were timely made in accordance with the
requirements of Section 16(a) except (1) John S. Katzman, a director of the
Company, failed to file a timely Form 4 on March 10, 2001 to report his sales of
35,000 shares of Common Stock on February 23, 2001 and of 30,000 shares of
Common Stock on February 26, 2001 and failed to file a Form 4 on June 10, 2001
to report his sale of 145,000 shares on May 8, 2001, which was subsequently
reported on a Form 5, and (2) William S. Kaiser failed to file a Form 4 on June
10, 2001 or a timely Form 5 by February 14, 2002 to report the acquisition of
500,000 shares of Common Stock and a warrant to purchase 250,000 shares of
Common Stock on May 1, 2001 by Greylock IX Limited Partnership, which are deemed
beneficially owned by Mr. Kaiser due to his position as the general partner of
Greylock IX GP Limited Partnership, which is the general partner of Greylock IX
Limited Partnership.

MATTERS TO BE CONSIDERED AT THE MEETING

The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly presented
to the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.

SOLICITATION OF PROXIES

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's Directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile, email and personal interviews. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names, and the Company will reimburse them for their
out-of-pocket expenses in this connection.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating
in the practice of "householding" proxy statements and annual reports. This
means that only one copy of the Company's proxy statement or annual report may
have been sent to multiple stockholders in the same household. The Company will
promptly deliver a separate copy of either document to any stockholder upon
request by writing or calling the Company at the following address or phone
number: Student Advantage, Inc., 280 Summer Street, Boston, Massachusetts 02210,
Attention: Angela Blackman or by calling 1-888-825-7823. Any stockholder who
wants to receive separate copies of the annual report and proxy statement in the
future, or who is currently receiving multiple copies and would like to receive
only one copy for his or her household, should contact his or her bank, broker,
or other nominee record holder, or contact the Company at the above address and
phone number.

STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Any proposal that a stockholder wishes to be considered for inclusion in
the Company's proxy statement and proxy card for the 2003 Annual Meeting must be
received by Student Advantage's Secretary at the Company's principal executive
offices no later than December 20, 2002.

ADVANCE NOTICE PROCEDURES

The Company's by-laws require that the Company be given advance written
notice of stockholder nominations for election to the Company's Board of
Directors and of other matters which stockholders wish to present for action at
an annual meeting of stockholders (other than matters included in the Company's
proxy which are discussed above). The required notice must be given within the
prescribed time frame, which is generally calculated by reference to the date of
the most recent annual meeting. Assuming that Student Advantage's 2003 Annual
Meeting is held on or after May 1, 2003 and on or before July 30, 2003 (as we
currently anticipate), the bylaws would require notice to be provided to Student
Advantage's Secretary at the Company's principal offices no earlier than
February 15, 2003 and no later than March 7, 2003. The Company's by-laws also
specify requirements relating to the content of the notice which stockholders
must provide to the Secretary of the Company for any matter, including a
stockholder nomination for director, to be properly presented at a stockholder
meeting.

By Order of the Board of Directors,

KENNETH S. GOLDMAN, Secretary

April 19, 2002

THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.

SADCM-PS-02

APPENDIX A

STUDENT ADVANTAGE, INC.

1999 EMPLOYEE STOCK PURCHASE PLAN

The purpose of this Plan is to provide eligible employees of Student
Advantage, Inc. (the "Company") and certain of its subsidiaries with
opportunities to purchase shares of the Company's common stock, $.01 par value
(the "Common Stock"). One Hundred Fifty Thousand (150,000) shares of Common
Stock (prior to giving effect to the three-for-one stock split approved by the
Company's Board of Directors on April 5, 1999) in the aggregate have been
approved for this purpose. This Plan is intended to qualify as an "employee
stock purchase plan" as defined in Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations promulgated thereunder, and
shall be interpreted consistent therewith.

1. Administration. The Plan will be administered by the Company's Board of
Directors (the "Board") or by a Committee appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.

2. Eligibility. All employees of the Company, including Directors who are
employees, and all employees of any subsidiary of the Company (as defined in
Section 424(f) of the Code) designated by the Board or the Committee from time
to time (a "Designated Subsidiary"), are eligible to participate in any one or
more of the offerings of Options (as defined in Section 9) to purchase Common
Stock under the Plan provided that:

(a) they are customarily employed by the Company or a Designated
Subsidiary for more than 20 hours a week and for more than five months in a
calendar year; and

(b) they have been employed by the Company or a Designated Subsidiary
for at least three months prior to enrolling in the Plan; and

(c) they are employees of the Company or a Designated Subsidiary on
the first day of the applicable Plan Period (as defined below).

No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the employee has a contractual right to purchase shall be treated as
stock owned by the employee.

3. Offerings. The Company will make one or more offerings ("Offerings") to
employees to purchase stock under this Plan. Offerings will begin each December
1 and June 1, or the first business day thereafter (the "Offering Commencement
Dates"). Each Offering Commencement Date will begin a 6-month period (a "Plan
Period") during which payroll deductions will be made and held for the purchase
of Common Stock at the end of the Plan Period. The Board or the Committee may,
at its discretion, choose a different Plan Period of twelve (12) months or less
for subsequent Offerings. Notwithstanding anything to the contrary, unless
otherwise provided by the Board, the first Plan Period shall begin on the first
date that the Common Stock is publicly traded following the Company's initial
public offering ("IPO") and shall end on November 30, 1999.

4. Participation. An employee eligible on the Offering Commencement Date of
any Offering may participate in such Offering by completing and forwarding a
payroll deduction authorization form to the employee's appropriate payroll
office at least 14 days prior to the applicable Offering Commencement Date. The
form will authorize a regular payroll deduction from the Compensation received
by the employee during

A-1

the Plan Period. Unless an employee files a new form or withdraws from the Plan,
his deductions and purchases will continue at the same rate for future Offerings
under the Plan as long as the Plan remains in effect. The term "Compensation"
means the amount of money reportable on the employee's Federal Income Tax
Withholding Statement, excluding overtime, shift premium, incentive or bonus
awards, allowances and reimbursements for expenses such as relocation allowances
for travel expenses, income or gains on the exercise of Company stock options or
stock appreciation rights, and similar items, whether or not shown on the
employee's Federal Income Tax Withholding Statement, but including, in the case
of salespersons, sales commissions to the extent determined by the Board or the
Committee.

5. Deductions. The Company will maintain payroll deduction accounts for all
participating employees. With respect to any Offering made under this Plan, an
employee may authorize a payroll deduction in any dollar amount up to a maximum
of 10%, or such lesser amount as the Board or Committee shall determine before
the start of each Plan Period, of the Compensation he or she receives during the
Plan Period or such shorter period during which deductions from payroll are
made.

No employee may be granted an Option (as defined in Section 9) which
permits his rights to purchase Common Stock under this Plan and any other
employee stock purchase plan (as defined in Section 423(b) of the Code) of the
Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the
fair market value of such Common Stock (determined at the Offering Commencement
Date of the Plan Period) for each calendar year in which the Option is
outstanding at any time.

6. Deduction Changes. An employee may decrease or discontinue his payroll
deduction once during any Plan Period, by filing a new payroll deduction
authorization form. However, an employee may not increase his payroll deduction
during a Plan Period. If an employee elects to discontinue his payroll
deductions during a Plan Period, but does not elect to withdraw his funds
pursuant to Section 8 hereof, funds deducted prior to his election to
discontinue will be applied to the purchase of Common Stock on the Exercise Date
(as defined below).

7. Interest. Interest will not be paid on any employee accounts, except to
the extent that the Board or the Committee, in its sole discretion, elects to
credit employee accounts with interest at such per annum rate as it may from
time to time determine.

8. Withdrawal of Funds. An employee may at any time prior to the close of
business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee's account and
thereby withdraw from participation in an Offering. Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Plan Period. The employee may participate in any subsequent Offering in
accordance with terms and conditions established by the Board or the Committee.

9. Purchase of Shares. On the Offering Commencement Date of each Plan
Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option ("Option") to purchase on the last business
day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, the largest number of whole shares of Common Stock of the Company
as does not exceed the number of shares determined by multiplying $2,083 by the
number of full months in the Offering Period and dividing the result by the
closing price (as defined below) on the Offering Commencement Date of such Plan
Period.

The purchase price for each share purchased will be 85% of the closing price of
the Common Stock on (i) the first business day of such Plan Period or (ii) the
Exercise Date, whichever closing price shall be less. Such closing price shall
be (a) the closing price on any national securities exchange on which the Common
Stock is listed, (b) the closing price of the Common Stock on the Nasdaq
National Market or (c) the average of the closing bid and asked prices in the
over-the-counter-market, whichever is applicable, as published in The Wall

A-2

Street Journal; provided that, if the first Plan Period begins on the first date
that the Common Stock is publicly traded following the IPO, the closing price on
the Offering Commencement Date shall be the initial public offering price
provided for in the underwriting agreement entered into by the Company in
connection with the IPO. If no sales of Common Stock were made on such a day,
the price of the Common Stock for purposes of clauses (a) and (b) above shall be
the reported price for the next preceding day on which sales were made.

Each employee who continues to be a participant in the Plan on the Exercise Date
shall be deemed to have exercised his Option at the Option Price on such date
and shall be deemed to have purchased from the Company the number of full shares
of Common Stock reserved for the purpose of the Plan that his accumulated
payroll deductions on such date will pay for, but not in excess of the maximum
number determined in the manner set forth above.

Any balance remaining in an employee's payroll deduction account at the end of a
Plan Period will be automatically refunded to the employee.

10. Issuance of Certificates. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or (in the Company's sole discretion) in the name
of a brokerage firm, bank or other nominee holder designated by the employee.
The Company may, in its sole discretion and in compliance with applicable laws,
authorize the use of book entry registration of shares in lieu of issuing stock
certificates.

11. Rights on Retirement, Death or Termination of Employment. In the event
of a participating employee's termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee's account shall be
paid to the employee or, in the event of the employee's death, (a) to a
beneficiary previously designated in a revocable notice signed by the employee
(with any spousal consent required under state law) or (b) in the absence of
such a designated beneficiary, to the executor or administrator of the
employee's estate or (c) if no such executor or administrator has been appointed
to the knowledge of the Company, to such other person(s) as the Company may, in
its discretion, designate. If, prior to the last business day of the Plan
Period, the Designated Subsidiary by which an employee is employed shall cease
to be a subsidiary of the Company, or if the employee is transferred to a
subsidiary of the Company that is not a Designated Subsidiary, the employee
shall be deemed to have terminated employment for the purposes of this Plan.

12. Optionees Not Stockholders. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.

13. Rights Not Transferable. Rights under this Plan are not transferable by
a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

14. Application of Funds. All funds received or held by the Company under
this Plan may be combined with other corporate funds and may be used for any
corporate purpose.

15. Adjustment in Case of Changes Affecting Common Stock. In the event of a
subdivision of outstanding shares of Common Stock, or the payment of a dividend
in Common Stock, the number of shares approved for this Plan, and the share
limitation set forth in Section 9, shall be increased proportionately, and such
other adjustment shall be made as may be deemed equitable by the Board or the
Committee. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.
A-3

16. Merger. If the Company shall at any time merge or consolidate with
another corporation and the holders of the capital stock of the Company
immediately prior to such merger or consolidation continue to hold at least 80%
by voting power of the capital stock of the surviving corporation ("Continuity
of Control"), the holder of each Option then outstanding will thereafter be
entitled to receive at the next Exercise Date upon the exercise of such Option
for each share as to which such Option shall be exercised the securities or
property which a holder of one share of the Common Stock was entitled to upon
and at the time of such merger or consolidation, and the Board or the Committee
shall take such steps in connection with such merger or consolidation as the
Board or the Committee shall deem necessary to assure that the provisions of
Section 15 shall thereafter be applicable, as nearly as reasonably may be, in
relation to the said securities or property as to which such holder of such
Option might thereafter be entitled to receive thereunder.

In the event of a merger or consolidation of the Company with or into
another corporation which does not involve Continuity of Control, or of a sale
of all or substantially all of the assets of the Company while unexercised
Options remain outstanding under the Plan, (a) subject to the provisions of
clauses (b) and (c), after the effective date of such transaction, each holder
of an outstanding Option shall be entitled, upon exercise of such Option, to
receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received pursuant to the
terms of such transaction; or (b) all outstanding Options may be cancelled by
the Board or the Committee as of a date prior to the effective date of any such
transaction and all payroll deductions shall be paid out to the participating
employees; or (c) all outstanding Options may be cancelled by the Board or the
Committee as of the effective date of any such transaction, provided that notice
of such cancellation shall be given to each holder of an Option, and each holder
of an Option shall have the right to exercise such Option in full based on
payroll deductions then credited to his account as of a date determined by the
Board or the Committee, which date shall not be less than ten (10) days
preceding the effective date of such transaction.

17. Amendment of the Plan. The Board may at any time, and from time to
time, amend this Plan in any respect, except that (a) if the approval of any
such amendment by the shareholders of the Company is required by Section 423 of
the Code, such amendment shall not be effected without such approval, and (b) in
no event may any amendment be made which would cause the Plan to fail to comply
with Section 423 of the Code.

18. Insufficient Shares. In the event that the total number of shares of
Common Stock specified in elections to be purchased under any Offering plus the
number of shares purchased under previous Offerings under this Plan exceeds the
maximum number of shares issuable under this Plan, the Board or the Committee
will allot the shares then available on a pro rata basis.

19. Termination of the Plan. This Plan may be terminated at any time by the
Board. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded.

20. Governmental Regulations. The Company's obligation to sell and deliver
Common Stock under this Plan is subject to listing on a national stock exchange
or quotation on the Nasdaq National Market (to the extent the Common Stock is
then so listed or quoted) and the approval of all governmental authorities
required in connection with the authorization, issuance or sale of such stock.

21. Governing Law. The Plan shall be governed by Delaware law except to the
extent that such law is preempted by federal law.

22. Issuance of Shares. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

A-4

23. Notification upon Sale of Shares. Each employee agrees, by entering the
Plan, to promptly give the Company notice of any disposition of shares purchased
under the Plan where such disposition occurs within two years after the date of
grant of the Option pursuant to which such shares were purchased.

24. Effective Date and Approval of Shareholders. The Plan shall take effect
on April 5, 1999 subject to approval by the shareholders of the Company as
required by Section 423 of the Code, which approval must occur within twelve
months of the adoption of the Plan by the Board.

Adopted by the Board of Directors
on April 5, 1999

Approved by the stockholders on May
20, 1999

A-5

PROXY

STUDENT ADVANTAGE, INC.

280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS

Those signing on the reverse side, revoking any prior proxies, hereby
appoint(s) Raymond V. Sozzi, Jr. and Kenneth S. Goldman, each with the full
power to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated on the reverse side, all shares of Common Stock of Student
Advantage, Inc. (the "Company") held of record by the undersigned on April 5,
2002 at the Annual Meeting of Stockholders to be held on May 16, 2002 and any
adjournments thereof. Attendance of the undersigned at the meeting or at any
adjourned session thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate thereat the intention of the
undersigned to vote said shares in person.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.

PLEASE MARK DATE, SIGN, AND RETURN THIS PROXY PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE

Dear Shareholder:

Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of the Company that require your
immediate attention.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy in the enclosed
postage paid envelope.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Student Advantage, Inc.

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

1. Election of Directors

Nominees: (01) William S. Kaiser and
(02) Marc J. Turtletaub

FOR WITHHELD
[ ] [ ]

[ ] ____________________________________
for all nominees except as noted
above

2. Approve the amendment to the 1999 Employee Stock Purchase Plan.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the meeting or any adjournment
thereof.

MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL
MEETING [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign exactly as your name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should give
full title as such. If signing for a corporation, please sign in full corporate
name by a duly authorized officer.

Signature: _____________ Date:_______ Signature:_________________ Date:_________