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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Quarterly Period Ended March 31, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _______ to ___________

Commission File No. 0 - 26173

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

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

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280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(Address of Principal Executive Offices) (Zip Code)

(617) 912-2000
(Registrant's telephone number, including area code)

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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 47,645,560 shares of common
stock as of May 9, 2002.
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STUDENT ADVANTAGE, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2002
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INDEX

PAGE(S)
-------

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 2002 (Unaudited) and December 31, 2001

Consolidated Statements of Operations for the three months ended March 31, 2002
(Unaudited) and 2001 (Unaudited) (Restated)

Consolidated Statements of Cash Flows for the three months ended March 31, 2002
(Unaudited) and 2001 (Unaudited) (Restated)

Notes to Consolidated Financial Statements (Unaudited)

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Factors That May Affect Future Results

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K

SIGNATURES

EXHIBIT INDEX

PART 1. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

STUDENT ADVANTAGE, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

MARCH 31, DECEMBER 31,
2002 2001
----------- ------------
(unaudited)

ASSETS
Current assets
Cash and cash equivalents ............................................... $ 1,701 $ 5,093
Restricted cash ......................................................... 1,652 667
Accounts receivable (net of reserves of $937 and $737 at March 31, 2002,
and December 31, 2001, respectively) .................................... 3,233 6,163
Inventory ............................................................... 3,347 1,863
Prepaid expenses and other current assets ............................... 2,677 3,109
--------- ---------
Total current assets ................................................. 12,610 16,895
Notes receivable ........................................................ 4,378 4,378
Property and equipment, net ............................................. 10,631 12,033
Intangible and other assets, net ........................................ 24,733 24,825
--------- ---------
Total assets ......................................................... $ 52,352 $ 58,131
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ........................................................ $ 4,746 $ 5,196
Accrued compensation .................................................... 2,380 2,517
Current borrowings under revolving lines of credit ...................... 7,230 2,500
Other accrued expenses .................................................. 9,874 11,056
Deferred revenue ........................................................ 2,308 3,521
Other financing obligations ............................................. 950 --
Current obligation under capital lease .................................. 1,354 1,368
--------- ---------
Total current liabilities ............................................ 28,842 26,158
--------- ---------
Deferred gain ........................................................... 534 534
Other accrued expenses .................................................. 3,420 4,188
Warrants payable ........................................................ 2,264 1,996
Long-term borrowings under revolving line of credit ..................... 2,500 2,500
Notes payable ........................................................... 10,200 10,200
Long-term obligation under capital lease ................................ 301 764
--------- ---------
Total long-term obligations .......................................... 19,219 20,182
--------- ---------
Total liabilities .................................................... 48,061 46,340
--------- ---------
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares
issued and outstanding .................................................. -- --

Common stock, $0.01 par value; authorized: 150,000,000 shares; issued and
outstanding: 47,645,560 and 47,531,254 at March 31, 2002 and
December 31, 2001, respectively ......................................... 476 476

Additional paid-in capital .............................................. 120,310 120,298
Accumulated deficit ..................................................... (116,445) (108,884)
Notes receivable from stockholders ...................................... (50) (50)
Deferred compensation ................................................... -- (49)
--------- ---------
Total stockholders' equity ........................................... 4,291 11,791
--------- ---------
Total liabilities and stockholders' equity ........................... $ 52,352 $ 58,131
========= =========

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

STUDENT ADVANTAGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
-------------------------
2002 2001
-------- ----------
(restated)

Revenue
Student services ........................................................... $ 8,671 $ 9,038
Corporate and university solutions ......................................... 1,476 4,170
-------- --------
Total revenue ......................................................... 10,147 13,208
-------- --------

Costs and expenses

Cost of student services revenue (including stock-based compensation of
$2 and $5 for the three months ended March 31, 2002 and 2001, respectively) 2,709 1,810

Cost of corporate and university solutions revenue (including stock-based
compensation of $2 and $5 for the three months ended March 31, 2002
and 2001, respectively) .................................................... 1,038 2,437

Product development (including stock-based compensation of $8 and $23
for the three months ended March 31, 2002 and 2001, respectively) .......... 2,123 5,821

Sales and marketing (including stock-based compensation of $27 and $79
for the three months ended March 31, 2002 and 2001, respectively) ......... 5,346 6,049

General and administrative (including stock-based compensation of
$10 and $28 for the three months ended March 31, 2002
and 2001, respectively) .................................................... 3,912 2,830

Depreciation and amortization .............................................. 1,940 2,711
-------- --------
Total costs and expenses .............................................. 17,068 21,658
-------- --------
Loss from operations ........................................................... (6,921) (8,450)
Equity interest in Edu.com net loss ............................................ -- (495)
Interest and other income (expense) ............................................ (640) (70)
-------- --------
Net loss ....................................................................... $ (7,561) $ (9,015)
======== ========
Basic and diluted net loss per share ........................................... $ (0.16) $ (0.23)
======== ========
Shares used in computing basic and diluted net loss per share .................. 47,557 39,663
======== ========

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

STUDENT ADVANTAGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

FOR THE THREE MONTHS
ENDED MARCH 31,
----------------------
2002 2001
-------- --------
(restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................................... $ (7,561) $ (9,015)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation .................................................................... 1,780 1,356
Amortization of intangible assets ............................................... 160 1,355

Equity interest in Edu.com net loss ............................................. -- 495

Reserve for allowances and bad debts ............................................ 200 130

Compensation expense relating to issuance of equity ............................. 49 140

Amortization of marketing expense associated with common stock warrant .......... -- 222

Changes in current assets and liabilities, net of effects of acquisitions:
Accounts and notes receivable ................................................. 2,731 (3,471)

Prepaid expenses and other current assets ..................................... 363 (730)

Inventory ..................................................................... (1,484) --

Accounts payable .............................................................. (450) 1,269

Accrued compensation .......................................................... (137) (840)

Other accrued expenses ........................................................ (1,682) 259

Deferred revenue .............................................................. (1,213) 1,931
-------- --------
Net cash used in operating activities ......................................... (7,244) (6,899)
======== ========
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets .......................................................... (378) (432)
-------- --------
Net cash used in investing activities ......................................... (378) (432)
======== ========
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in restricted cash ........................................................ (985) --

Proceeds from other financing obligations........................................... 950 --

Proceeds from exercise of common stock options, warrants and employee
stock purchase plan ................................................................ 12 18

Repayment of capital lease obligations ............................................. (477) (445)

Proceeds of revolving line of credit, net .......................................... 4,730 --
-------- --------
Net cash provided by (used in) financing activities ........................... 4,230 (427)
======== ========
Decrease in cash and cash equivalents ................................................... (3,392) (7,758)

Cash and cash equivalents, beginning of period .......................................... 5,093 12,762
-------- --------
Cash and cash equivalents, end of period ................................................ $ 1,701 $ 5,004
======== ========
Cash paid during the period for interest ................................................ 426 97
======== ========

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

STUDENT ADVANTAGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - THE COMPANY

Student Advantage, Inc. is an integrated media and commerce company
focused on the higher education market. We work in partnership with more than
1,000 colleges and universities, student organizations and alumni associations,
and more than 15,000 participating business locations to develop products and
services that enable students to make less expensive and more convenient
purchases on and around campus. Our exclusive university and business
relationships allow us to sell campus specific products and services and
licensed collegiate sports memorabilia directly to parents, students and alumni.

We reach consumers offline through Student Advantage Campus Services,
which includes the Student Advantage Membership Program, SA Cash Programs and
OCM Direct, and online through our highly trafficked websites
studentadvantage.com, CollegeClub.com and our Official College Sports Network
("OCSN"). The Student Advantage Membership Program is a national fee-based
membership program that provides its student members with exclusive benefits
including ongoing discounts on products and services currently offered by more
than 15,000 participating business locations. Discounts are made available to
students both through our studentadvantage.com website and at sponsors' retail
locations and are heavily promoted at our CollegeClub.com website. OCM Direct is
a direct mail marketing business that provides college and university-endorsed
products, including residence hall linens and related accessories, care packages
and diploma frames to students and their parents. The SA Cash Programs enable
students to use their college ID cards as a method of payment (stored-value
card) for off-campus dining, shopping and other purchasing needs. OCSN is the
largest, most trafficked network on the web devoted exclusively to college
sports, providing online brand management and content delivery to more than 120
top schools and athletic conferences.

Student Advantage, Inc. was incorporated in the State of Delaware on
October 20, 1998. The Company 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.

The Company is subject to the risks and uncertainties common to growing
companies, including reliance on certain customers, dependence on 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 Raymond V. Sozzi, Jr., Student Advantage's President and
Chief Executive Officer, and limited operating history.

The Company has experienced substantial net losses since its inception
and, as of March 31, 2002, had an accumulated deficit of $116.4 million. Such
losses and accumulated deficit resulted primarily from significant costs
incurred in the development of the Company's products and services and the
establishment of the Company's infrastructure. The Company has taken significant
steps through the restructuring that it announced in October 2001 to reduce
operating costs for 2002. Based in part on the anticipated impact of the
transactions described in Note 5 below, the Company currently anticipates that
its available cash resources, together with cash expected to be provided from
operations based upon an anticipated increase in revenue for the remainder of
2002 and the first quarter of 2003, will be sufficient to meet its anticipated
needs for working capital and capital expenditures for at least the next 12
months. For purposes of evaluating cash resources during the next 12 months, the
Company has assumed that it will not be required to repay any amounts under our
credit facility with Reservoir Capital other than the two required payments of
$1.25 million each in August 2002 and September 2002, except that if $10.2
million of principal and interest on the term loan has been repaid by July 31,
2002, only the September 1, 2002 payment will be required. On May 14, 2002 the
Company prepaid $5.2 million of the loan. On May 6, 2002, the Company amended
its agreement with Reservoir Capital to eliminate the call option on June 25,
2002, revised the maturity date of the loan to July 1, 2003 and provided that
the lenders' right to require the Company to purchase the warrants held by the
Lenders may not be exercised before July 1, 2003 or upon the earlier
acceleration of the loan. The Company's expectations regarding available cash
resources during the next 12 months are also based on significant reductions in
the net loss that the Company expects to incur for the remainder of 2002 and the
first quarter of 2003 or upon the earlier acceleration of the loan. The
Company's assessment of available cash resources is also based on the disposal
of its SA Marketing Group business and the receipt of the cash from the sale of
the SA Marketing Group business. If the Company's revenue and expense
projections do not materialize as anticipated or if the Company is otherwise
required to repay the amounts outstanding under the Company's credit facility
with Reservoir Capital, the Company will be required to obtain additional
financing. Failure to generate sufficient revenues, obtain additional capital or
financing if needed, or reduce certain discretionary spending if necessary,
could have a material adverse effect on the Company's ability to achieve its
intended business objectives.

Certain historical amounts in these financial statements have been
restated to reflect the acquisition of Edu.com, which has been accounted for
under the purchase method of accounting.

These financial statements should be read in conjunction with the
consolidated financial statements and related footnotes included in our Annual
Report on Form 10-K for the year ended December 31, 2001.

UNAUDITED INTERIM FINANCIAL INFORMATION

The unaudited interim consolidated financial statements of Student
Advantage for the three months ended March 31, 2002 and 2001, respectively,
included herein have been prepared in accordance with generally accepted
accounting principals for interim financial information and with the
instructions from Form 10-Q under the Securities Exchange Act of 1934, as
amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as
amended. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations
relating to interim financial statements.

In the opinion of management, the accompanying unaudited interim
consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of Student Advantage at March 31, 2002, and the results of its operations and
its cash flows for the three months ended March 31, 2002 and 2001, respectively.
The results for the three months ended March 31, 2002 are not necessarily
indicative of the expected results for the full fiscal year or any future
period.

NOTE 2 - COMPUTATION OF UNAUDITED NET LOSS PER SHARE (1, 2, 3)

(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
--------------------------
2002 2001
-------- ----------
(restated)

BASIC AND DILUTED NET LOSS PER SHARE:
Net loss $ (7,561) $ (9,015)
======== ========
Basic and diluted weighted average common shares
outstanding (2), (3) 47,557 39,663
======== ========
Basic and diluted net loss per share $ (0.16) $ (0.23)
======== ========

(1) 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 exercise of stock options and warrants
are anti-dilutive for all periods presented.

(2) All outstanding options and warrants to purchase common stock (totaling
11,177,468 and 7,966,873 at March 31, 2002 and 2001, respectively) were
excluded from the calculation of diluted earnings per share for all periods
presented because their inclusion would have been anti-dilutive.

(3) As of March 31, 2002, Student Advantage had reserved 2,265,462 shares of
its common stock for the exercise of various options with exercise prices
ranging from $0.33 to $22.25 per share. As of March 31, 2002, Student
Advantage had reserved 5,237,148 shares of its common stock for the
exercise of various warrants with exercise prices ranging from $.01 to
$11.08 per share.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In February 2001, the Emerging Issues Task Force ("EITF") issued Issue No.
00-19, "Determination of Whether Share Settlement is within the Control of the
Issuer for Purposes of Applying Issue No. 96-13". The issue addresses the
accounting for contracts that are indexed to, and potentially settled in, a
company's own stock. The issue was effective for all new contracts and contract
modifications entered into after September 20, 2000. For contracts that exist on
September 20, 2000, the issue should be applied on June 30, 2001, to those
contracts that remain outstanding at that date. The Company has adopted EITF
00-19 and has applied it to warrants issued as appropriate.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141, which requires
all business combinations to be accounted for using the purchase method, is
effective for all business combinations initiated after June 30, 2001. SFAS No.
142 applies to goodwill and intangible assets acquired after June 30, 2001, as
well as to goodwill and intangible assets previously acquired. Under this
statement, goodwill and other certain intangible assets deemed to have an
infinite life will no longer be amortized. Instead, these assets will be
reviewed for impairment on a periodic basis, which may result in a non-cash
charge to earnings. This statement is effective for the Company on July 1, 2001
with respect to any acquisitions completed after June 30, 2001, and on January
1, 2002 for all other goodwill and intangible assets. The Company has adopted
SFAS No. 141 and SFAS No. 142 and has applied them to remaining goodwill and
intangibles as appropriate.

In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets". This statement supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" and APB No. 30, "Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions". This statement provides
guidance on recognizing and measuring impairment for long lived assets excluding
certain long-lived assets, such as goodwill, non-amortized intangible assets and
deferred tax assets. This statement is effective for the Company in the first
quarter of its fiscal year ending December 2002. The Company has adopted SFAS
No. 144 and applied it in the Company's evaluation of long-lived assets as
appropriate.

NOTE 4 - RELATED PARTY TRANSACTIONS

Effective May 15, 2000, the Company entered into an Affiliate and E-Commerce
Agreement with Princeton Review Publishing, LLC, and The Princeton Review
Management, LLC ("TPR"). Princeton Review Publishing, LLC is a stockholder of
the Company and one of its officers and equity holders is a member of the
Company's Board of Directors. Under the agreement, TPR pays the Company a fee to
participate in the Student Advantage network by placing the Student Advantage
logo and content on The Princeton Review's review.com website. In addition, TPR
will provide discounts as part of the Student Advantage Membership Program and
market the discount to high school, college and university students.
Additionally, under the agreement the Company pays TPR a fee in exchange for
exclusive advertising sales responsibilities for the review.com website. The
agreement expired on March 31, 2002. The Company recorded revenues of $0.2
million and $0.3 million and expenses of $0.2 million and $0.5 million related
to this agreement during the three months ended March 31, 2002 and 2001,
respectively. Additionally, the Company recorded revenue of slightly more than
$0.1 million and expenses of slightly less than $0.1 million related to
additional work performed by both parties for the quarter ended March 31, 2002.

During the quarter ended March 31, 2002, Raymond V. Sozzi, Jr., our
Chairman and CEO, advanced an aggregate of $0.3 million to the Company, all of
which was repaid during the quarter ended March 31, 2002.

NOTE 5 - OTHER EVENTS

In February 2002, our subsidiary, OCM Direct and its two subsidiaries,
CarePackages, Inc. and Collegiate Carpets, Inc., entered into a revolving loan
agreement with Bank of America providing for a $5.0 million loan facility. The
interest rate under the facility is LIBOR plus 2.5 percent and the facility is
secured by all of the assets of OCM Direct and its two subsidiaries. The Company
provided an unsecured guaranty of the obligations of its three subsidiaries to
Bank of America. The maturity date of the loan is January 31, 2003, provided
that OCM Direct is required to repay all amounts outstanding under the loan for
a period of 30 consecutive days between August 1 and October 1, 2002. As of May
9, 2002, the principal amount of borrowings under the revolving loan facility is
$4.3 million.

In connection with the Bank of America borrowings in February 2002, the
Company agreed with Reservoir Capital Partners and its two affiliate senior
lenders (collectively, the "Lenders") that the Lenders would consent to the
Company's guaranty of the obligations of OCM Direct and its subsidiaries to Bank
of America, release OCM Direct, CarePackages and Collegiate Carpets
(collectively, the "Subsidiaries") from their guaranty of the Company's
obligations to the Lenders and also release the Lenders' lien on the
Subsidiaries' assets, and waive certain financial covenants in the underlying
loan agreements with the Company until March 30, 2002. The parties also agreed
that in the event that the Bank of America loan went into default, that default
would also constitute an event of default under the agreements with the Lenders
and that, under such circumstances, the Lenders could purchase that loan from
Bank of America and the borrowings would be deemed borrowings under the Lenders'
agreements.

On May 6, 2002, the Company amended its Loan and Warrant Agreements with the
Lenders to provide that the maturity date of the loan will be July 1, 2003. The
Company also agreed to pay the Lenders $1.25 million before August 1, 2002 and
$1.25 million before September 1, 2002, except that if $10.2 million of
principal and interest on the term Loan has been repaid by July 31, 2002, then
only the September 1, 2002 payment will be required. On May 14, 2002, the
Company prepaid $5.2 million of the loan. Additionally, the amendment changed
the number of shares subject to the Term Warrants issued to the Lenders which
become exercisable on June 25, 2002 and June 25, 2003, originally set at 500,000
shares, as specified in the Warrant Agreement, such that the number of shares is
initially zero but will increase by an aggregate of 41,666 shares for each month
after the warrants become exercisable that the outstanding balance of the term
loan is $10.0 million, or a pro rata portion of the 41,666 shares if less than
the $10.0 million is outstanding. The amendment also modified further certain
provisions with the Lenders to: reduce the aggregate of $0.4 million in fees
otherwise due on April 15, 2002 to $0.2 million due on July 31, 2002 (with the
provision that if all of the principal and interest under the Term Loan is
reduced to zero by July 31, 2002, the $0.2 million fee will be reduced to zero),
waive the financial covenants under the Loan Agreement, capitalize certain
revolving loan interest payments and provided that the Lenders' right to require
the Company to purchase the warrants held by the Lenders may not be exercised
before July 1, 2003 (absent a loan acceleration).

In the first quarter of 2002, the Company entered into an agreement with a
financial institution to sell an undivided interest in certain trade accounts
receivable. Proceeds from the sale of certain receivables during the quarter
ended March 31, 2002 were approximately $3.9 million. Costs associated with the
sale of receivables, primarily related to the interest and administrative fees
were $0.1 million and are included in general and administrative expenses in the
Consolidated Statements of Operations. As of March 31, 2002, $1.0 million
related to the sale of these accounts receivable was classified as restricted
cash and other financing obligations due to a requirement that the Company
receive confirmation from the account debtor prior to release of the
restriction.

Effective April 1, 2002, the Company entered into a Sales Agency
Agreement with a third party. Under this agreement the Company will be making
quarterly payments to the third party and additional commission payments based
on media revenues. Under certain circumstances, including the sale of College
Club assets, the Company may be required to provide that third party $3.0 to
$3.5 million from any proceeds.

On April 26, 2002, we received a letter from the Nasdaq National Market
indicating that our common stock had not maintained a minimum closing bid price
of $1.00 over the previous thirty consecutive trading days. Under applicable
Nasdaq rules, our common stock could be delisted from the Nasdaq National Market
if the closing bid price of our common stock is not at or above $1.00 for ten
consecutive trading days before July 25, 2002. If our common stock were delisted
from the Nasdaq National Market, among other things, this could result in a
number of negative implications, including reduced liquidity in our common stock
as a result of the loss of market efficiencies associated with the Nasdaq
National Market as well as the potential loss of confidence by suppliers,
customers and employees, the loss of analyst coverage and institutional investor
interest, fewer business development opportunities and greater difficulty in
obtaining financing. In addition, we may not presently satisfy certain other
relevant requirements for continued listing. One possible approach to regain
compliance with the minimum closing bid price requirement is to effect a reverse
split of our common stock. At present, we have made no decision with respect to
this course of action but will continue to evaluate this alternative in light of
all other options. A reverse stock split could negatively impact the value of
our common stock as the market price of the stock could fall despite the
reduction in the number of shares. There can be no assurance that we will be
able to obtain the necessary stockholder approvals to effect a reverse split or
that such reverse split will be effective to maintain our listing on the Nasdaq
National Market.

Effective May 8, 2002, Student Advantage sold the assets relating to its SA
Marketing Group business to Triple Dot, Inc., a subsidiary of Alloy, Inc. for a
cash payment of $6.5 million (subject to working capital adjustments) and an
opportunity to earn up to an additional $1.5 million based on the performance of
certain pending proposals. At the same time, the parties entered into a
non-compete agreement under which Student Advantage agreed to certain
restrictions regarding its events and promotions activities until November 2005.
In addition, the parties entered into a market services agreement providing for
payments by Student Advantage to Alloy of $2.1 million.

In relation to previous amendments to the Reservoir Loan and Warrant Agreements,
for the quarter ended March 31, 2002, the Company issued to the Lenders warrants
to purchase 107,481 shares of common stock based on the outstanding balance of
the Loans. As of March 31, 2002, the Company valued the warrants issued at the
full put-right value of $0.3 million, which is higher than the fair value of the
warrants. This amount has been recorded as a deferred financing cost included in
other assets in the accompanying balance sheet and is being recognized as
interest expense over the term of the debt. In accordance with EITF 00-19,
"Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock", the Company will continue to mark the value
of these warrants to market at each reporting period and record the warrants at
the higher of the put right value or the fair value.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Student Advantage has included in this filing certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning Student Advantage's business, operations and financial
condition. The words or phrases "can be", "expects", "may affect", "may depend",
"believes", "estimate", "project", and similar words and phrases are intended to
identify such forward-looking statements. Such forward-looking statements are
subject to various known and unknown risks and uncertainties and Student
Advantage cautions you that any forward-looking information provided by or on
behalf of Student Advantage is not a guarantee of future performance. Actual
results could differ materially from those anticipated in such forward-looking
statements due to a number of factors, some of which are beyond Student
Advantage's control, in addition to those discussed in Student Advantage's other
public filings, press releases and statements by Student Advantage's management,
including those set forth below under "Factors That May Affect Future Results".
All such forward-looking statements are current only as of the date on which
such statements were made. Student Advantage does not undertake any obligation
to publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to reflect
the occurrence of unanticipated events.

OVERVIEW

Student Advantage, Inc. is an integrated media and commerce company focused
on the higher education market. We work in partnership with colleges and
universities and in cooperation with businesses to develop products and services
that enable students to make less expensive and more convenient purchases on and
around campus. We report our revenue in two categories: student services revenue
and corporate and university solutions 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.

We recorded deferred compensation of $4.2 million in 1998 and an additional $0.2
million in 1999, which were offset by reductions of $0.3, $0.7 and $0.2 million,
during 1999, 2000 and 2001, respectively, due to stock option cancellations as a
result of employee terminations. Of the remaining $3.2 million deferred, the
full amount has been amortized to expense as of March 31, 2002, of which $1.1,
$0.8, $0.5 million and $49,000 was recorded as an expense in 1999, 2000, 2001
and the first three months of 2002 respectively. The stock based compensation
charges have been included in the individual operating expense line items in the
financial statements.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets, liabilities,
revenues and expenses. Actual results may differ from these estimates under
different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We believe that
our critical accounting polices are those described below.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash and cash equivalents. The
Company invests its excess cash in money markets and certificates of deposit,
which are subject to minimal credit and market risk. The Company's cash
equivalents are classified as "available for sale" and are recorded at cost
which approximates fair value. As of March 31, 2002 and December 31, 2001, the
Company had cash and cash equivalents of $1.7 and $5.1 million, respectively. In
addition to the Company's cash and cash equivalents, the Company had restricted
cash of $1.7 and $0.7 million at March 31, 2002 and December 31, 2001,
respectively. The Company's restricted cash amounts are related to cash that is
held by our third party credit card processor, amounts held in escrow as agreed
in certain acquisitions, and at March 31, 2002, $1.0 million related to the sale
of accounts receivable.

Accounts Receivable Securitization

The Company accounts for the securitization of accounts receivable in
accordance with SFAS No. 125, "Accounting for Transfers and Servicing of
financial Assets and Extinguishment of Liabilities." At the time the receivables
are sold, the balances are removed

from the Consolidated Balance Sheet. Costs associated with the sale of
receivables, primarily related to interest and administrative costs, are
included in general and administrative expense in the Consolidated Statements of
Operations. During the period ended March 31, 2002, the Company entered into an
agreement with a financial institution to sell an undivided interest in certain
trade accounts receivable. Proceeds from the sale of certain receivables during
the period ended March 31, 2002 were approximately $3.9 million. Costs
associated with the sale of receivables, primarily related to the interest and
administrative fees were $0.1 million and are included in general and
administrative expenses in the Consolidated Statements of Operations. As of
March 31, 2002, $1.0 million related to the sale of these accounts receivable
was classified as restricted cash and other financing obligations due to a
requirement that the Company receive confirmation from the account debtor prior
to release of the restriction.

Revenue Recognition

We report revenues in two categories: student services revenue and corporate
and university solutions revenue. Student services revenue is attributable to
the parts of our business which are focused primarily on providing goods and
services to students, their parents and alumni. The Company derives student
services revenue from commerce, subscription and advertising. Commerce revenue
is derived primarily from transaction-based revenue earned for reselling
products and services, processing stored value transactions and acquiring
student customers on behalf of other businesses. To date, commerce revenue has
primarily included revenue that we receive from the sale of residence hall
linens and related accessories, care packages and diploma frames through direct
mail marketing, fees from SA Cash transactions and e-commerce revenue from our
network of websites. Commerce revenue is recognized upon the completion of the
related contractual obligations. Subscription revenue is derived from membership
fees related to enrolling students in the Student Advantage Membership Program.
Memberships are distributed in several ways. We sell memberships directly to
students and parents of students for an annual membership fee; we distribute
memberships at no cost to certain qualified students and we sell memberships to
certain of our corporate partners for resale to students at their retail
locations. 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. Advertising revenue consists primarily of fees for banner
advertisements and sponsorships on our network of websites. Website advertising
revenue is recognized as the related impressions are displayed, provided that no
significant obligations remain and collection of the related receivable is
assured. Certain advertising arrangements include guarantees of a minimum number
of impressions. For arrangements with guarantees, revenue is recognized based
upon the lesser of: (1) ratable recognition over the period the advertising is
displayed, provided that no significant Company obligations remain and
collection of the receivable is assured, or (2) a pro-rata portion of contract
revenue based upon impressions delivered relative to minimum guaranteed
impressions to be delivered.

Corporate and university solutions revenue is attributable to the parts of
our business which are focused primarily on providing goods and services to
corporations and universities and is made up of marketing services revenue from
corporate clients and licensing, management and consulting fees from
universities. Marketing services revenue is derived primarily from providing
tailored event management and execution services to businesses seeking to market
their products and services to college students. This revenue is recognized upon
the completion of the related contractual obligations. 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
assured. Payments received in advance of revenue being earned are recorded as
deferred revenue.

In accordance with the EITF Issue No. 99-17 "Accounting for Advertising
Barter Transactions," the Company has appropriately recorded barter revenue and
expense based upon the fair value of the advertising surrendered in the
transaction. Fair value is established by reference to comparable cash
transactions during the six-month period preceding the barter transaction.
Generally, barter transactions involve exchanges of banner advertising. For the
three months ended March 31, 2002 and 2001, the Company recorded $1.1 and $1.4
million of barter revenue and $1.1 and $1.4 million of barter expense recorded
as sales and marketing expense, respectively.

In accordance with Staff Accounting Bulletin No. 101 "Revenue Recognition in
Financial Statements" and EITF Issue No. 99-19 "Reporting Revenue Gross as a
Principal versus Net," the Company has evaluated its revenue and determined that
it is being appropriately reported in accordance with the guidance. The Company
has recorded certain of its commerce revenue at gross as the Company is
considered the primary obligor in the transaction.

Intangible and Other Assets

Intangible assets include the excess of the purchase price over identifiable
net assets acquired in acquisitions. Such assets include goodwill, completed
technology, workforce, customer lists, non-compete agreements, websites and
other intangible assets, which are being amortized on a straight-line basis over
their estimated economic lives ranging from two to fifteen years. Accumulated
amortization was $11.3 and $11.1 million at March 31, 2002 and December 31,
2001, respectively. The Company periodically evaluates its intangible assets for
potential impairment. As a result of the application of SFAS 142 in 2002, the
Company has stopped

amortizing all remaining goodwill in the first quarter of 2002.

Long-Lived Assets

The Company assesses the realizability of long-lived assets in accordance
with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." The Company reviews its long-lived assets for impairment as events and
circumstances indicate the carrying amount of an asset may not be recoverable.
The Company evaluates the realizability of its long-lived assets based on
profitability and cash flow expectations for the related asset. As a result of
its review, the Company recorded asset impairment charges of $1.9 million for
the year ended December 31, 2001. There were no impairments for the period ended
March 31, 2002.

Concentrations of Credit Risk and Significant Customers

SFAS No. 105, "Disclosure of Information About Financial Instruments with
Concentrations of Credit Risk", requires disclosure of any significant
off-balance sheet risk and concentrations of credit risk. The Company does not
have any significant off-balance sheet risk. Financial instruments, which
potentially expose the Company to concentration of credit risk, are comprised
primarily of cash, cash equivalents, restricted cash and trade accounts
receivable. The Company places its cash and cash equivalents and restricted cash
with financial institutions that have high credit ratings. 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. Concentration of credit risk with
respect to accounts receivable is limited to certain customers to whom the
Company makes substantial sales. To reduce risk, the Company routinely assesses
the financial strength of its customers and, as a consequence, believes that its
accounts receivable credit risk exposure is limited. The Company maintains
reserves for potential credit losses and such losses, in the aggregate, have not
exceeded management's expectations. For the periods ended March 31, 2002 and
2001, one customer accounted for 17% and 15% of total revenue, respectively. At
March 31, 2002, there were no individual customers that accounted for a
significant portion of accounts receivable. At December 31, 2001, one customer
accounted for 33% of accounts receivable.

Warrants

In relation to previous amendments to the Reservoir Loan and Warrant
Agreements, for the quarter ended March 31, 2002, the Company issued to the
Lenders warrants to purchase 107,481 shares of common stock based on the
outstanding balance of the loans. As of March 31, 2002, the Company valued the
warrants issued at the full put-right value of $0.3 million, which is higher
than the fair value of the warrants. This amount has been recorded as a deferred
financing cost included in other assets in the accompanying balance sheet and is
being recognized as interest expense over the term of the debt. In accordance
with EITF 00-19, "Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock", the Company will continue to
mark the value of these warrants to market at each reporting period and record
the warrants at the higher of the put right value or the fair value.

RESULTS OF OPERATIONS

The financial statements for the interim period ended March 31, 2001 have
been restated to reflect the acquisition of Edu.com, which has been accounted
for under the purchase method of accounting.

Comparison of Quarter Ended March 31, 2002 with Quarter Ended March 31, 2001

Revenue. Total revenues decreased to $10.1 million for the first quarter of
2002 from $13.2 million for the first quarter of 2001, due to decreases in
student services revenue of $0.4 million and in corporate and university
solutions revenue of $2.7 million.

Student Services Revenue. Student services revenue decreased to $8.7
million in the first quarter of 2002 from $9.0 million in the first quarter of
2001. The decrease in student services revenue was primarily due to the one time
recognition of $1.0 million in revenue related to Edu.com in the first quarter
of 2001, to the divestitures of eStudentLoan and Rail Connection in 2001 and
decreased online advertising on our network of web sites. These decreases were
offset in part by revenue from OCM Direct, our direct mail business, which we
acquired in June 2001.

Corporate and University Solutions Revenue. Corporate and university
solutions revenue decreased to $1.5 million in the first quarter of 2002 from
$4.2 million in the first quarter of 2001. The decrease in revenues was
primarily due to the sale of our Voice FX

business on December 31, 2001, and also as the result of a reduction in
marketing spending by several of our corporate customers. The reduction in
marketing spend is attributed to the continued overall slow-down in the economy
and more specifically, the advertising and marketing industry.

General Motors accounted for 17% of total revenue and 20% of student
services revenue in the first quarter of 2002 and 15% of both total revenue and
student services revenue in the first quarter of 2001. Capital One accounted for
10% of total revenue and 33% of corporate and university solutions revenue in
the first quarter of 2001. The revenue attributable to Capital One was related
to our Voice FX business, which was sold December 31, 2001. Consequently, we
have not and do not expect to earn significant revenues from Capital One in
2002.

Cost of Student Services Revenue. Cost of student services revenue consists
of the costs associated with subscription, commerce and advertising revenue.
Subscription costs consists of the costs associated with the fulfillment of
membership subscriptions and customer service. Commerce costs include costs of
goods paid to third parties in connection with selling products and
personnel-related costs associated with acquiring customers for the Company and
our corporate clients. Advertising costs consist primarily of royalties paid to
colleges and universities and fees paid to partners in exchange for the right to
place media inventory on such partners' web sites. Cost of student services
revenue increased to $2.7 million in the first quarter of 2002 from $1.8 million
in the first quarter of 2001. The increase was primarily due to an increase in
costs of goods paid to third parties in connection with selling products a
result of the acquisition of OCM Direct in June 2001.

Cost of Corporate and University Solutions Revenue. Cost of corporate and
university solutions revenue consists primarily of the costs of marketing
services and the costs of acquiring customers on behalf of our corporate
clients. Marketing services costs primarily include the direct and indirect
costs associated with planning and implementing events and promotions. Cost of
corporate and university solutions revenue decreased to $1.0 million in the
first quarter of 2002 from $2.4 million in the first quarter of 2001, consistent
with decreases in revenues of both marketing services and the decrease in
revenues due to the sale of our Voice FX business on December 31, 2001.

Product Development. Product development expenses consist primarily of
personnel-related and consulting costs associated with the development and
enhancement of our suite of products, which includes the Student Advantage
Membership Program, the SA Cash Program and our network of web sites. Product
development expenses decreased to $2.1 million in the first quarter of 2002 from
$5.8 million in the first quarter of 2001. The decrease was primarily due to the
sale of our eStudentLoan and Voice FX businesses in the fourth quarter of 2001,
the expected impact of the reduction in number of employees engaged in product
development implemented in the fourth quarter of 2001 and the Company's overall
continued reduction in technology spending.

Sales and Marketing. Sales and marketing expenses consist primarily of
personnel and other costs related to our sales and marketing programs. Sales and
marketing expenses decreased to $5.3 million in the first quarter of 2002 from
$6.0 million in the first quarter of 2001. The decrease was primarily due to the
expected impact of reduction in number of employees engaged in sales and
marketing implemented in the fourth quarter of 2001, a decrease in barter
expense and the sale of our Voice FX business on December 31, 2001. The decrease
was partially offset by an increase in sales and marketing expenses associated
with the OCM Direct business which was acquired in June 2001.

General and Administrative. General and administrative expenses consist
primarily of costs related to general corporate functions, including executive
management, finance, human resources, facilities, accounting and legal. General
and administrative expenses increased to $3.9 million in the first quarter of
2002 from $2.8 million in the first quarter of 2001. The increase was primarily
due to general and administrative costs associated with OCM Direct which was
acquired in June 2001.

Depreciation and Amortization. Depreciation expense increased to $1.7
million in the first quarter of 2002 from $1.4 million in the first quarter of
2001 primarily as a result of our acquisition of OCM Direct in June 2001, which
was partially offset by the sale of our Voice FX and eStudentLoan businesses in
the fourth quarter of 2001. Amortization expense decreased to $0.2 million in
the first quarter of 2002 from $1.4 million in the first quarter of 2001 as a
result of the application of SFAS 142 in 2002. In accordance with SFAS 142, the
Company is continuing to amortize the value of acquired customer contracts,
customer lists, technical intangibles and trademarks attributable to the
acquisition of OCM Direct. The remaining goodwill attributable to OCM Direct
will not be amortized, but will be subject to an impairment test.

Equity Interest in Edu.com. In the second quarter of 2001, the Company
purchased substantially all of the assets of Edu.com, Inc. Prior to the
acquisition, the Company held a minority interest in Edu.com, which was
accounted for under the cost method of accounting. The resulting treatment of
the additional investment in the second quarter of 2001 was in accordance with
Accounting Principles Bulletin: The Equity Method for Accounting for Investments
in Common Stock ("APB 18"), which requires the application of step accounting in
accordance with Accounting Research Bulletin 51: Consolidated Financial
Statements Elimination of

Intercompany Investment ("ARB 51"). Accordingly, the Company retroactively
restated our investment in Edu.com on the equity method of accounting and
recorded its ownership percentage of Edu.com's net loss. As a result of applying
the equity method to the Edu.com investment, the Company recorded an equity
interest in Edu.com's net loss of $0.5 million for the quarter ended March 31,
2001.

Interest Expense, Net. Interest expense, net, includes interest income from
cash balances and interest expense related to the Company's financing
obligations. Interest expense, net, was $0.6 million in the first quarter of
2002 compared to of $0.1 million in the first quarter of 2001. The increase in
expense was a result of interest expense related to the $10.2 million term loan,
the $5.0 million revolving loan entered into by the Company in June 2001, the
related warrants issued related to those loans and the $5.0 million revolving
loan facility entered into by OCM Direct in February 2002.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through the
private placement and public offering of securities, cash from operations,
borrowings under our term loan, credit facilities, loans from equity holders,
sales of accounts receivable and dispositions of businesses. In May 2001, we
completed a private placement of equity securities to new and existing investors
and received $9.8 million in net proceeds. In June 2001, we received $14.5
million in net proceeds from a $10.0 million term loan and a $5.0 million
revolving credit facility provided by entities affiliated with Reservoir Capital
Partners, who we refer to collectively as Reservoir Capital. In February 2002,
our subsidiary, OCM Direct and its subsidiaries, entered into a revolving loan
agreement with Bank of America providing for a $5.0 million loan facility. In
May 2002, we completed a private placement of equity securities to new and
existing investors and received $2.7 million in net proceeds. During the
quarter ended March 31, 2002, Raymond V. Sozzi, Jr., our Chairman and CEO,
advanced an aggregate of $0.3 million to the Company, all of which was repaid
during the period ended March 31, 2002.

As of March 31, 2002 and December 31, 2001, the Company had cash and cash
equivalents of $1.7 million and $5.1 million, respectively. In addition to the
Company's cash and cash equivalents, the Company had restricted cash of $1.7
million and $0.7 million at March 31, 2002 and December 31, 2001, respectively.
The Company's restricted cash amounts are related to cash that is held by our
third party credit card processor, amounts held in escrow as agreed in certain
acquisitions, and at March 31, 2002, $1.0 million related to the sale of
accounts receivable due to a requirement that the Company receive confirmation
from the account debtor prior to release of the restriction.

Net cash used for operating activities was $7.2 million for the three months
ended March 31, 2002, an increase of $0.3 million compared to net cash used for
operating activities of $6.9 million for the three months ended March 31, 2001.
Net cash used in the three months ended March 31, 2002 was primarily a result of
a net loss of $7.6 million, an increase in inventory of $1.5 million, a decrease
in deferred revenue of $1.2 million and a decrease in accounts payable and
accrued expenses of $2.1 million. The net loss for the three months ended March
31, 2002 was partially offset by depreciation and amortization of $1.9 million
and a decrease in accounts receivable of $2.7 million.

Net cash used for investing activities was $378,000 for the three months
ended March 31, 2002, a decrease of $54,000 compared to net cash used for
investing activities of $432,000 for the three months ended March 31, 2001. Net
cash used in the three months ended March 31, 2002 and 2001 was due to purchases
of fixed assets. Net cash provided by financing activities was $4.2 million for
the three months ended March 31, 2002, an increase of $4.7 million compared to
net cash used for financing activities of $0.4 million for the three months
ended March 31, 2001. The proceeds provided by financing activities in the three
months ended March 31, 2002 were primarily the result of the net proceeds of
$4.7 million from the revolving credit facility with Bank of America and $1.0
million related to the sale of certain amounts receivable classified as other
financing obligations pending the removal on the restriction of the related
cash.

As of May 14, 2002, the outstanding principal balance under our credit
facility with Reservoir Capital was $10.0 million. The terms of our credit
facility with Reservoir Capital, as amended through May 6, 2002, requires that
we make a payment of $1.25 million not later than August 1, 2002 and make an
additional payment of $1.25 million not later than September 1, 2002, except
that if $10.2 million of principal and interest is prepaid by July 31, 2002,
only the September 1, 2002 payment is required. On May 14, 2002, the Company
prepaid $5.2 million of the Loan. The May 6, 2002 amendment changed the maturity
date of the credit facility from June 2004 to July 1, 2003, eliminated the
Lender's option to terminate the credit facility and require repayment by
January 1, 2003 and provided that the Lenders' right to require the Company to
purchase certain warrants held by the lenders may not be exercised before July
1, 2003 (absent a loan acceleration). The Company also modified the agreements
with Reservoir Capital to reduce the aggregate of $0.4 million in fees otherwise
due on April 15, 2002 to $0.2 million due to July 31, 2002 (with the provision
that if all of the principal and interest under the Term Loan is reduced to
zero by July 31, 2002, the $0.2 million fee will be reduced to zero), waive the
financial covenants under the Loan Agreement and capitalize certain revolving
loan interest payments.

The credit facility with Reservoir Capital is secured by substantially all
of our assets and all of the assets of our subsidiaries other than OCM Direct
and its subsidiaries. Interest accrues under the credit facility at 12% per
annum, and interest on the term loan portion is capitalized unless, under
certain circumstances, the lenders elect to have us pay such interest, in which
case, we may choose to pay the accrued interest in cash or in shares of our
common stock (provided that the option to pay in common stock will only be
available if, after issuance of such shares of common stock, the shares would be
the subject of an effective registration statement or could be immediately
resold by the Lenders). If we elect to pay interest in common stock, the number
of shares of common stock deliverable

will be determined by dividing the amount of interest being paid by 80% of the
volume weighted average price as of the applicable term loan interest payment
date. We also pay annual facility and commitment fees equal to 2.5% of the
amounts borrowed. The credit facility requires that we and our subsidiaries
comply with certain affirmative and negative covenants, including limitations on
the incurrence of additional indebtedness and mandatory prepayments in the event
that we complete equity financings or asset dispositions.

In February 2002, our subsidiary, OCM Direct, and its subsidiaries,
CarePackages and Collegiate Carpets, entered into a revolving loan agreement
with Bank of America providing for a $5.0 million loan facility. The interest
rate under the facility is LIBOR plus 2.5 percent, and the facility is secured
by all of the assets of OCM Direct and its two subsidiaries. Student Advantage
provided an unsecured guaranty of the obligations of OCM Direct and its
subsidiaries to Bank of America. The maturity date of the loan is January 31,
2003, provided that OCM Direct is required to repay all amounts outstanding
under the loan for a period of 30 consecutive days between August 1 and October
31, 2002. As of May 9, 2002, the principal amount outstanding under the
revolving loan facility was $4.3 million.

The Company has experienced substantial net losses since its inception
and, as of March 31, 2002, had an accumulated deficit of $116.4 million. Such
losses and accumulated deficit resulted primarily from significant costs
incurred in the development of the Company's products and services and the
establishment of the Company's infrastructure. The Company has taken significant
steps through the restructuring that it announced in October 2001 to reduce
operating costs for 2002. Based in part on the anticipated impact of the
transactions described in Note 5 below, the Company currently anticipates that
its available cash resources, together with cash expected to be provided from
operations based upon an anticipated increase in revenue for the remainder of
2002 and the first quarter of 2003, will be sufficient to meet its anticipated
needs for working capital and capital expenditures for at least the next 12
months. For purposes of evaluating cash resources during the next 12 months, the
Company has assumed that it will not be required to repay any amounts under our
credit facility with Reservoir Capital other than the two required payments of
$1.25 million each in August 2002 and September 2002, except that if $10.2
million of principal and interest on the term loan has been repaid by July 31,
2002, only the September 1, 2002 payment will be required. On May 14, 2002 the
Company prepaid $5.2 million of the loan. On May 6, 2002, the Company amended
its agreement with Reservoir Capital to eliminate the call option on June 25,
2002, revised the maturity date of the loan to July 1, 2003 and provided that
the lenders' right to require the Company to purchase the warrants held by the
Lenders may not be exercised before July 1, 2003 or upon the earlier
acceleration of the loan. The Company's expectations regarding available cash
resources during the next 12 months are also based on significant reductions in
the net loss that the Company expects to incur for the remainder of 2002 and the
first quarter of 2003. The Company's assessment of available cash resources is
also based on the disposal of its SA Marketing Group business and the receipt of
the cash from the sale of the SA Marketing Group business. If the Company's
revenue and expense projections do not materialize as anticipated or if the
Company is otherwise required to repay the amounts outstanding under the
Company's credit facility with Reservoir Capital, the Company will be required
to obtain additional financing. Failure to generate sufficient revenues, obtain
additional capital or financing if needed, or reduce certain discretionary
spending if necessary, could have a material adverse effect on the Company's
ability to achieve its intended business objectives.

We may also pursue acquisitions. Any significant acquisitions by us may require
additional equity or debt financing to fund the purchase price, if paid in cash.
To the extent that we finance our requirements through the issuance of
additional equity securities, any such issuance would result in dilution to the
interests of our stockholders. Furthermore, to the extent that we incur
indebtedness in connection with financing activities, we will be subject to all
of the risks associated with incurring substantial indebtedness, including the
risk that interest rates may fluctuate and cash flow may be insufficient to pay
principal and interest on any such indebtedness. We have no current arrangements
with respect to, or sources of, additional financing. There can be no assurance
that any additional financing will be available to us on acceptable terms, if at
all.

FACTORS THAT MAY AFFECT FUTURE RESULTS

WE HAVE EXPERIENCED LOSSES IN THE PAST AND EXPECT FUTURE LOSSES

We have not achieved profitability and have incurred significant operating
losses to date. We incurred net losses of $35.8 million and $28.7 million in
2001 and 2000, respectively, and a net loss of $7.6 million in the first quarter
of 2002. As of March 31, 2002, our accumulated deficit was $116.4 million. We
expect to continue to incur significant operating and capital expenditures and,
as a result, we will need to generate significant revenue and reduce expenses to
achieve and maintain profitability. There are no assurances that we will be able
to reduce our expenses without affecting our ability to generate revenues,
consummate transactions or achieve and sustain 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 MAY NEED ADDITIONAL CAPITAL, AND THE FUTURE FUNDING OF THESE CAPITAL NEEDS IS
UNCERTAIN

We require substantial working capital to fund our business. Due in part to
the spending patterns of students and universities and our need to acquire
inventory for our OCM Direct business, we experience seasonal variations in our
receipts and expenditures of cash. We have experienced and expect to continue to
experience periodic cash demands that exceed our cash flow and may require
additional external financing through credit facilities, sale of debt or equity
securities or by obtaining other financing facilities to support our operations.
In addition, we will require additional equity or debt financing to fund the
purchase price, to the extent payable in cash, for any future significant
acquisitions. Our loan agreement with Reservoir Capital Partners imposes
significant restrictions on our ability to make investments and acquisitions,
obtain other financing, and realize proceeds from sales of business units.

In addition, additional funds raised through the issuance of equity
securities or securities convertible into stock may have negative effects on our
stockholders, such as a:

o dilution in percentage of ownership in the Company, and

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

Also, additional financing may not be available when needed or available on
terms favorable to us. Our failure to raise additional funds, if needed, or
secure an additional credit facility may result in our inability to:

o maintain, develop or enhance our offerings or presence in existing
markets,

o penetrate new markets or take advantage of future opportunities, or

o respond to competitive pressures.

WE HAVE TAKEN ON A MATERIAL AMOUNT OF INDEBTEDNESS

We incurred material indebtedness in connection with the acquisition of OCM
Direct in June 2001 under the terms of the loan agreement we entered into with
Reservoir Capital Partners and two affiliated entities (collectively, "the
Lenders"). As of May 14, 2002, we had $10.0 million of outstanding principal
indebtedness under the loan agreement. The loan agreement imposes significant
restrictions on our ability to raise additional equity, make investments and
acquisitions, obtain other financing, and realize proceeds from sales of
business units. We are required to make periodic interest payments over the
borrowing period, at the end of which, the total outstanding principal balance
will become due and payable. In May 2002, we amended the loan agreement to
change the maturity date of the credit facility to July 1, 2003, eliminate the
Lenders' option to terminate the credit facility and require repayment by
January 1, 2003 and provide that the Lenders' right to require the Company to
purchase certain warrants held by the Lenders may not be exercised before July
1, 2003 (absent an acceleration of the maturity date of the loan). In addition
we are required to pay the Reservoir Lenders $1.25 million on or before each of
August 1, 2002 and September 1, 2002, except that if $10.2 million of principal
and interest is prepaid by July 31, 2002, only the September 1, 2002 payment is
required. On May 14, 2002, the Company prepaid $5.2 million of the Loan.

In February 2002, OCM Direct and its two subsidiaries entered into a loan
and security agreement with Bank of America providing for a secured revolving
loan of up to $5.0 million, which is guaranteed on an unsecured basis by Student
Advantage. The maturity date of the loan is January 31, 2003, provided that OCM
Direct is required to repay all amounts outstanding under the loan for a period
of 30 days between August 1 and October 31, 2002. As of May 9, 2002, the
principal indebtedness due under this facility was $4.3 million.

Our debt may have important consequences to us, including but not limited to the
following:

o our ability to obtain additional financing for any future acquisitions,
working capital, capital expenditures or other purposes maybe impaired or
any such financing may not be on terms favorable to us;

o a substantial decrease in net operating cash flows or increase in
expenses could make it difficult for us to meet our debt service
requirements or force us to modify our operations or sell assets; and

o our debt structure may place us at a competitive disadvantage and affect
our ability to adjust rapidly to market conditions or may make us
vulnerable to a downturn in our business or the economy generally or
changing market conditions and regulations.

Our ability to repay or to refinance our obligations with respect to our
indebtedness will depend on our future financial and operating performance,
which, in turn, may be subject to prevailing economic and competitive conditions
and other factors, many of which are beyond our control. Our ability to meet our
debt service and other obligations may depend in significant part on the extent
to which we can successfully implement our business and growth strategy. There
can be no assurance that we will be able to successfully implement our strategy
or that the anticipated results of our strategy will be realized.

WE MAY FACE CHALLENGES MAINTAINING OUR NASDAQ NATIONAL MARKET LISTING

GENERAL MARKET CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS

We believe that general economic conditions and the financial difficulties
that many companies have experienced have caused a slowdown in consumer and
business spending and in companies' budgets for marketing services and have
reduced the perceived urgency by companies to begin or to continue marketing
initiatives. As a result, our current customers may cancel or delay spending on
marketing and other initiatives and there may be a decrease in demand for our
services from potential customers. If companies continue to delay or reduce
their marketing initiatives because of the current economic climate, or for
other reasons, our business, financial condition and results of operations could
be materially adversely affected. Moreover, the current market conditions have
decreased the demand for online advertising, and have put downward pressure on
the cost per thousand impressions which we can charge for such advertising and
have increased the likelihood that, despite our best efforts and written
agreements supporting such efforts, certain of our customers may be unable to
pay for such advertising service we have provided to them. In addition, recent
acts of terrorism have reduced consumer spending on transportation and travel
services and have exacerbated political, financial, and economic uncertainties,
which may cause our revenues related to these businesses to suffer.

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

We have a limited operating history on which an investor can evaluate our
business. An investor in our common stock must consider the risks and
difficulties frequently encountered by early stage companies implementing an
online and offline strategy. These risks include, without limitation, our
possible inability to:

o sustain historical revenue growth rates,

o generate sufficient revenue to achieve and maintain profitability,

o generate or raise sufficient capital to operate and expand our business,

o implement our business model,

o maintain the satisfaction of our members and users, and our university
and corporate partners,

o introduce new and enhanced web and offline products, content, and
services and avail ourself of current opportunities, and

o respond to current opportunities, competitive developments and market
conditions.

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.

WE MAY NOT SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGY

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

o maintain our network of university-endorsed relationships as our primary
access point to students, their parents and alumni for delivery of our
Membership, SA Cash and OCM Direct products and services, and our online
Official College Sports Network website,

o maintain our network of corporate sponsors,

o continue to aggressively build the Student Advantage brand,

o continue to increase our student reach and grow the number of paid
participants in our Membership Program through OCM Direct sales, online
membership sales, corporate sponsored distributions, and university and
college sales, and

o continue to establish our network of websites as part of our integrated
approach for delivering our products and services, including licensed
college sports products, member registration and renewal, information
regarding national and local sponsors, and customer service.

We are 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, our direct mail customers, our
SA Cash university partners and our Official College Sports Network university
partners. A failure to acquire or maintain alliances and relationships with
colleges and universities could have a material adverse effect on our business.

We are also dependent upon our sponsors, both national and local, to provide
our members and SA Cash participants with discounts on their products and
services. However, 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.

We may encounter difficulties in establishing or maintaining our network of
web sites. Several companies that provide content to our web sites have
discontinued operations or filed for bankruptcy protection. We may be forced to
procure services from other suppliers, and cannot assure you that we will be
able to do so in a timely and cost-effective manner, and may be required to
alter certain of our offerings to reflect such events. In addition, our members
and customers may perceive our web sites to be lacking certain content or
attributes due to the failure of certain business partners. Finally, we cannot
guarantee that Internet users will maintain interest in our network of websites.
A decline in membership or usage of our network of websites would decrease
revenue.

OUR ABILITY TO GENERATE SIGNIFICANT REVENUES AND PROFITS FROM CERTAIN
ESTABLISHED AND NEW PRODUCTS AND SERVICES IS UNCERTAIN

Our business model depends, in part, on increasing the amount of revenues
and profits derived from certain established and new products and services. Our
ability to generate significant revenues and profits from these products and
services will depend, in part, on the implementation of our strategy to generate
significant transaction commerce and user traffic through the use of our
membership card programs, to achieve a significant presence in university and
college communities, and to develop and expand on sponsor relationships to
include revenue sharing agreements based on transaction volume. There is intense
competition among offerors of alternative payment methods, including
stored-value cards, debit card and credit cards, and among websites that sell
online advertising.

During the second quarter of 2001, AT&T completed its obligation to purchase
Student Advantage memberships in bulk. In prior periods, the majority of student
memberships have been obtained through AT&T or other corporate partners'
promotional offers of Student Advantage memberships. These promotional offers
have typically included a free one-year membership in the Student Advantage
Membership Program. Our corporate partners have purchased Student Advantage
memberships in bulk to fulfill these promotional offers. We have focused our
efforts to change the marketing model for the sale of memberships from a
primarily bulk sale

model to a more balanced model which includes the sale of memberships to both
corporate partners in bulk and direct sales to individuals. We expect to sell
memberships under this new model through our corporate partners, the Student
Advantage network of websites, our direct mail marketing business and other
related marketing channels. We have experienced and anticipate continuing to
experience a decline in the overall number of memberships sold through bulk sale
arrangements, although we expect that this decline will be partially offset by
an increase in the number of individual memberships sold at a higher per unit
price point. The inability to successfully develop this marketing model or the
related sales channels could have a materially adverse effect on the business
and our ability to attract and retain corporate partners. It is difficult for us
to project future levels of subscription, transaction-related and advertising
revenues and profits.

A LIMITED NUMBER OF CUSTOMERS CURRENTLY ACCOUNT FOR A SIGNIFICANT PERCENTAGE OF
OUR TOTAL REVENUES

A limited number of customers currently account for a significant percentage
of our total revenues. In the first quarter of 2002, two customers, in the
aggregate, accounted for approximately 22% of our revenue. In 2001, three
customers, in the aggregate, accounted for approximately 33% of our total
revenue. While we anticipate that revenue from this limited number of customers
will decline as a percentage of total revenues, we expect a limited number of
customers to continue to account for a significant percentage of total revenues
in the future, and we believe that we must continue to acquire additional
customers to be successful. The loss of any one of these customers, or a
material decrease in the services provided to these customers, could have a
materially adverse effect on our business. In addition, many of our customers
have slowed their payment cycles, and because a substantial portion of our
revenue is generated from a limited number of customers, the non-payment or late
payment of amounts due from customers could have a material adverse effect on
our business, financial condition and results of operations.

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 that
market products and services to their students. Recent proposed and enacted laws
(including recent California legislation) may restrict how companies can market
products and services to 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. In the past, we have been 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, as we have been denied access to certain
college and university campuses in the past.

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

We tend to sell most of our memberships in the beginning of each academic
term. 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 and because 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. In addition, a significant portion of the direct mail business
revenue is recognized during the third quarter. The revenue on these sales is
generally recognized when the products are shipped to our customers. Our limited
operating history and rapid growth make it difficult for us to more fully assess
the impact of seasonal factors on our business.

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
revenues or charges.

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. A significant portion
of our revenue is derived from our membership and direct mail business. A
significant percentage of our members graduate each year and, therefore, do not
renew their memberships. Furthermore, substantially all of our memberships
expire annually and require our members to renew the membership subscription.
Our revenue growth is highly dependent upon our ability to market the value of
our Membership Program 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. Through our direct mail business,
a disproportionate share of our revenue is recorded in the second and third
quarter of each calendar year as a result of the timing of our mailings and
customer demand. A failure

to acquire new members, renew current members or to predict customer demand in
our direct mail business could have a material adverse effect on our business.

WE FACE SIGNIFICANT COMPETITION, WHICH COULD ADVERSELY AFFECT OUR BUSINESS

We compete with other companies targeting the student population, such as:

o publishers and distributors of traditional offline media, particularly
those targeting college students, such as campus newspapers, other print
media, television and radio;

o providers of payment platforms such as stored-value cards and credit
cards; and

o vendors of college student information, merchandise, products and
services distributed through online and offline means, including retail
stores, direct mail and schools.

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 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 through the Internet will proliferate in the foreseeable
future. To the extent such proliferation occurs, it could have a material
adverse effect on the demand for membership programs.

Competition for online users and advertisers is intense and is expected to
increase over time as barriers to entry are relatively low. We compete for
visitors, traffic, sponsors and online merchants with web directories, search
engines, content sites, online service providers and traditional media
companies. We also face competition from other companies maintaining websites
dedicated to college students as well as high-traffic websites sponsored by
companies such as AOL Time Warner, CBS, Disney, Terra Lycos, Microsoft, MTV and
Yahoo!

Many of our competitors have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than we do. In addition, substantially all of
our current advertising customers have established collaborative relationships
with other high-traffic websites. As a result, our advertising customers might
conclude that other Internet businesses, such as search engines, commercial
online services and sites that offer professional editorial content are more
effective sites for advertising than we are. Moreover, we may be unable to
maintain either the level of traffic on our web sites or a stable membership
base, which would make our sites less attractive than those of our competitors.

Increased competition from these and other sources could require us to
respond to competitive pressures by establishing pricing, marketing and other
programs or seeking out additional strategic alliances or acquisitions that may
be less favorable to us than we could otherwise establish or obtain.

In May 2002, we sold our SA Marketing Group business to Triple Dot, a
subsidiary of Alloy and in connection with the sale, agreed that we could not
compete in certain events and promotions businesses until November 2005.

WE MAY UNDERTAKE ADDITIONAL ACQUISITIONS OR DIVESTITURES THAT MAY LIMIT OUR
ABILITY TO MANAGE AND MAINTAIN OUR BUSINESS, MAY RESULT IN ADVERSE ACCOUNTING
TREATMENT AND MAY BE DIFFICULT TO INTEGRATE INTO OUR BUSINESS

From January 1, 1999 to date, we acquired fifteen businesses and have sold
five others. In the future, the Company may undertake additional acquisitions
and sales of certain businesses or operations. These transactions involve a
number of risks, including:

o diversion of management attention and transaction costs associated in
negotiating and closing the transaction;

o challenges in determining the fair value of goodwill, which could
adversely affect our results from operations;

o under-performance of an acquired business relative to our expectations;

o inability to retain the customers, management, key personnel and other
employees of the acquired business;

o inability to establish uniform standards, controls, procedures and
policies;

o inability to fully utilize all intellectual property of the acquired
company;

o exposure to legal claims for activities and obligations of the acquired
business arising from events occurring prior to the acquisition; and

o inability to realize the benefits of divestitures and collect monies
owed to us.

Integrating the operations of an acquired business can be a complex process
that requires integration of service personnel, sales and marketing groups,
technological infrastructure and service offerings, and coordination of our
development efforts. Customer satisfaction or performance problems with an
acquired business could affect our reputation as a whole. If we are unable to
effectively fully manage these risks in connection with our acquisitions or
dispositions, our business, operating results and financial condition could be
adversely affected.

WE MUST MANAGE OUR GROWTH AND CONSOLIDATION SUCCESSFULLY, INCLUDING THE
INTEGRATION OF ACQUIRED COMPANIES, IN ORDER TO ACHIEVE OUR DESIRED RESULTS

We have experienced dramatic growth in personnel in recent years and expect
to continue to hire additional personnel in selected areas. We also reduced our
workforce in 2001 to decrease our costs and create greater operational
efficiency. This growth and consolidation requires significant time and resource
commitments from us and our management. Further, as a result of our
acquisitions, approximately 65% of our employees are based outside of our Boston
headquarters. If we are unable to effectively manage a large and geographically
dispersed group of employees, anticipate our future growth or manage our
consolidations effectively, our business will be adversely affected.

OUR MANAGEMENT TEAM HAS LIMITED EXPERIENCE IN RUNNING A PUBLIC COMPANY

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

WE MUST ATTRACT AND RETAIN KEY MANAGEMENT AND OTHER HIGHLY QUALIFIED PERSONNEL
IN A COMPETITIVE LABOR MARKET

Our success depends largely upon the continued service of our executive
officers, including Raymond V. Sozzi, Jr., our president and chief executive
officer, and other key management and technical personnel, and our ability to
continue to attract, retain and motivate other qualified personnel. Competition
for such personnel is high. We have experienced, and we expect to continue to
experience in the future, difficulty in hiring highly skilled employees with the
appropriate qualifications. Furthermore, our business is labor intensive. If our
ability to assemble a qualified work force were impaired, or if we do not
succeed in attracting new personnel and retaining and motivating our current
personnel, our business could be adversely affected.

OUR SYSTEM MAY FAIL OR EXPERIENCE A SLOWDOWN

Substantially all of our communications hardware and certain of our other
computer hardware operations are located at third-party locations such as
Hosting.com in Boston, Massachusetts and Navisite in Andover, Massachusetts and
San Jose, California. Fire, floods, earthquakes, power loss (whether through
brown-outs or the like) or distribution issues, telecommunications failures,
break-ins, acts of terrorism, and similar events could damage these systems.
Computer viruses, electronic break-ins or other similar disruptive problems
could also adversely affect our websites. Our business could be adversely
affected if our systems were affected by any of these occurrences. At least one
of our system providers has filed for bankruptcy protection, which could limit
our ability to exercise certain rights under our agreement with that party, and
has caused us to divert internal resources to address contingency plans. 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
network of websites must accommodate a high volume of traffic and deliver
frequently updated information. Our websites have 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 websites
as not functioning properly and therefore cause them to use another website or
other methods to obtain information.

In addition, our users depend on Internet service providers, online service
providers and other website operators for access to our network of websites.
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.

OUR ABILITY TO EXECUTE ON OUR SUPPLY CHAIN MANAGEMENT PLAN IN OUR DIRECT
MARKETING BUSINESS IS DEPENDENT UP ON A LIMITED NUMBER OF SUPPLIERS THAT MAY BE
SUBJECT TO INTERNATIONAL SHIPPING OR TRADE LIMITATIONS

Our direct marketing business requires reasonably accurate execution of our
supply chain management plan. We are dependent on third parties to supply us
with products for resale to our customers. These third party suppliers may be
subject to international shipping or trade limitations, which may impact the
timing of the delivery and/or cost of these products. If we are unable to
successfully procure adequate quantities of goods from our suppliers on a timely
basis, we may not be able to fulfill the orders of our customers. Furthermore,
if customer demand does not materialize based on our projections, it may result
in excess inventory of certain products. Either of these circumstances may have
a materially adverse effect on our business.

OUR NETWORKS MAY BE VULNERABLE TO UNAUTHORIZED ACCESS, COMPUTER VIRUSES AND
OTHER DISRUPTIVE PROBLEMS

A party who is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our operations. Internet and
online service providers have in the past experienced, and may in the future
experience, interruptions in service as a result of the accidental or
intentional actions of Internet users, current and former employees or others.
Moreover, any well-publicized compromise of security could deter people from
using the Internet or from using it to conduct transactions that involve
transmitting confidential information. We may be required to expend significant
capital or other resources to protect against the threat of security breaches or
to alleviate problems caused by such breaches. Although we intend to continue to
implement industry-standard security measures, there can be no assurance that
the measures we implement will not be circumvented in the future. Eliminating
computer viruses and alleviating other security problems may require
interruptions, delays or cessation of service to users accessing web pages that
deliver our content and services, any of which could harm our business, our
financial condition and the results of our operations.

WE MAY BE SUED FOR INFORMATION RETRIEVED FROM THE INTERNET

We may be subjected to claims for defamation, invasion of privacy,
negligence, copyright or trademark infringement, personal injury or other legal
theories relating to the information we publish on our network of websites or in
our publications or in the form of web crawling or framing. These types of
claims have been brought, sometimes successfully, against online services as
well as other print publications in the past, particularly in connection with
archive services. Our syndication of content, including U-WIRE content, to such
archive services could expose us to indemnification claims in the event
copyright holders assert their rights, and a request for indemnification for
legal fees incurred is pending. We could also be subjected to claims based upon
the content that is accessible from our network of websites through links to
other websites or through content and materials that may be posted by members in
chat rooms or bulletin boards including those located on the CollegeClub.com
website. Our insurance may not adequately protect us against these types of
claims.

WE MAY LOSE MEMBERS AND OUR REPUTATION MAY SUFFER BECAUSE OF UNSOLICITED BULK
MAIL OR SPAM

Unsolicited bulk e-mail, or Spam (including the dissemination of
pornographic links), and our attempts and others' attempts to control such Spam
could harm our business and our reputation, particularly with respect to
CollegeClub.com. To the extent our efforts to block Spam are not effective, our
systems may become unavailable or may suffer from reduced performance.
Spam-blocking efforts by others may also result in others blocking our members'
legitimate messages. Additionally, our reputation may be harmed if e-mail
addresses with our domain names are used in this manner. Any of these events may
cause members to become dissatisfied and discontinue their use of our network of
websites, including CollegeClub.com.

OUR STATUS UNDER STATE AND FEDERAL FINANCIAL SERVICES REGULATION IS UNCLEAR.
VIOLATION OF ANY PRESENT OR FUTURE REGULATION COULD EXPOSE US TO LIABILITY,
FORCE US TO CHANGE OUR BUSINESS PRACTICE OR FORCE US TO CEASE OR ALTER OUR
OFFERINGS

Our SA Cash offerings involve an industry potentially subject to government
regulation. In the future, we might be subjected to federal or state banking
laws or regulations. If we are deemed to be in violation of any current or
future regulations, we could be exposed to financial liability or forced to
change our business practices or offerings. As a result, we could face
significant legal fees, delays in extending our product offerings, a curtailing
of current or contemplated offerings, and damage to our reputation that could
adversely affect our financial results.

We believe the licensing requirements of the Office of the Comptroller of
the Currency, the Federal Reserve Board or other federal or state agencies that
regulate or monitor banks or other types of providers of electronic commerce
services do not apply to our activities. One or more states may conclude that,
under its statutes, we are engaged in an unauthorized banking business. In that
event, we might be subject to monetary penalties and adverse publicity and might
be required to cease doing business with residents of those

states. A number of states have enacted legislation regulating check sellers,
money transmitters or service providers as banks. This uncertainty regarding the
scope and application of these regulations has slowed our ability to market our
offerings. Such liability or changes could have a material adverse effect on our
business, results of operations and financial condition. Even if we are not
forced to change our business practices, we could be required to obtain licenses
or regulatory approvals that could cause us to incur substantial costs.

CONSUMER PROTECTION, PRIVACY CONCERNS AND REGULATIONS COULD IMPAIR OUR ABILITY
TO OBTAIN AND USE INFORMATION ABOUT OUR MEMBERS AND USERS AND MAY SUBJECT US TO
LITIGATION

We collect and our network of websites captures information regarding our
members and users in order to provide information to them, enable them to access
the services offered on our websites, tailor content to them or assist
advertisers in targeting their advertising campaigns to particular demographic
groups. However, privacy concerns may cause users to resist providing the
personal data necessary to support this tailoring capability. Even the
perception of security and privacy concerns, whether or not valid, may
indirectly inhibit market acceptance of our network of websites.

Our network of websites currently uses "cookies" to track demographic
information and user preferences. A cookie is information keyed to a specific
server, file pathway or directory location that is stored on a user's hard
drive, possibly without the user's knowledge, but is generally removable by the
user. Germany has imposed laws limiting the use of cookies, and a number of
internet commentators, advocates and governmental bodies in the United States
and other countries have urged the passage of laws limiting or abolishing the
use of cookies. If these laws are passed, our business, financial condition and
results of operations could be materially harmed.

Legislative or regulatory requirements may heighten privacy concerns if
businesses must notify Internet users that the data may be used by marketing
entities to direct product promotion and advertising to the user. The Federal
Trade Commission and state agencies have been investigating various Internet
companies regarding their use of personal information. In 1998, the United
States Congress enacted the Children's On-line Privacy Protection Act of 1998.
In addition, the Gramm-Leach-Bliley Act ("GLB"), which governs privacy issues
related to financial institutions, went into effect on July 1, 2001. If our
programs are determined to be of a nature covered by the GLB, we may be required
to undertake certain notices to our members and users and/or modify the
membership program and other services. We depend upon collecting personal
information from our customers, and the regulations promulgated under this act
have made it more difficult for us to collect personal information from some of
our customers. If third parties are able to penetrate our network security or
otherwise misappropriate our users' personal information, we could be subject to
liability. We could also be liable for claims based on unauthorized purchases
with credit card information, impersonation or other similar fraud claims. We
could also be held responsible for disclosing personal information or images,
such as our disclosing such information for unauthorized marketing purposes or
for including it in our photo gallery and web cam section on CollegeClub.com.
These claims could result in litigation. In addition, we could incur additional
expenses if new regulations regarding the use of personal information are
introduced or if our privacy practices are investigated. Other countries and
political entities, such as the European Economic Community, have adopted such
legislation or regulatory requirements. If consumer privacy concerns are not
adequately addressed, our business, financial condition and results of
operations could be materially harmed. Although we carry general liability
insurance, this insurance may not be available to cover a particular claim or
may be insufficient. Additionally, our user community on CollegeClub.com exists
in part because of our members' willingness to provide information about
themselves. If claims, litigation, regulation or the acts of third parties
reduce our members' willingness to share this information or our ability to use
it, the attractiveness of the website will decline, which would reduce our
ability to generate revenue through the affected website.

WE MAY BE SUBJECT TO LITIGATION WHICH COULD HAVE A MATERIAL ADVERSE EFFECT UPON
OUR BUSINESS

Our industry has been the subject of substantial amounts of litigation
regarding intellectual property and contractual rights. Consequently, there can
be no assurance that third parties will not allege claims against us with
respect to current or future trademarks, advertising or marketing strategies,
our syndication of content to third parties offering archived database service,
business processes or other proprietary rights, or that we will counterclaim
against any such parties in such actions. Any such claims or counterclaims could
be time- consuming, result in costly litigation, diversion of management's
attention, require us to redesign our products or advertising/marketing
strategies or require us to enter into royalty or licensing agreements, any of
which could have a material adverse effect upon our business, results of
operations and financial condition. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to us or at all.

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

Rapidly changing technologies, frequent new product and service
introductions and evolving industry standards characterize our market. To
achieve our goals, we need to integrate effectively 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 products and services.
We may experience difficulties that could delay or prevent the successful
development, introduction or marketing of 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 or comply with new regulations.

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 patents, copyrights, service marks,
trademarks, trade secrets, proprietary technology and similar intellectual
property is important to the success of some of our services. We rely on the
following mechanisms to protect such intellectual property:

o patent, trademark and copyright law,

o trade secret protection, and

o 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 may 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 claims or counterclaims could be time-consuming, result
in costly litigation, diversion of management's attention, require us to
redesign our products or advertising/marketing strategies or require us to enter
into royalty or licensing agreements, any of which could have a material adverse
effect on upon our business, results of operations and financial condition. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us or at all.

CERTAIN CURRENT STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR VOTING STOCK

As of April 30, 2002, our executive officers, directors and affiliated
entities, together own approximately 39 % of our outstanding common stock.
Therefore, these stockholders are able to significantly influence all matters
requiring stockholder approval and, thereby, our management and affairs. Matters
that typically require stockholder approval include:

o selection of directors,

o merger or consolidation, and

o 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.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE AND MAY RESULT IN LITIGATION AGAINST
US

The stock market has experienced significant price and volume fluctuations,
and our market price has been in the past and could continue to be volatile. 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.

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:

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

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

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

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

PART II. OTHER INFORMATION.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On May 6, 2002, the Company issued 3.6 million shares of Student Advantage
common stock to three investors for an aggregate purchase price of $2.7 million.
These investors have the right, exercisable at any time prior to November 1,
2002, to purchase 450,000 shares of common stock for a purchase price of $0.75
per share and an additional 450,000 shares of common stock with a purchase price
of $1.00 per share. The securities were issued to the investors under the
exemption from registration set forth in section 4(2) of the Securities Act of
1933, as amended. No underwriters were involved in such transaction.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.1 Amendment No. 4, dated as of March 29,2002, among the Registrant, the
subsidiaries of the Registrant and Reservoir Capital Partners, L.P., Reservoir
Capital Associates, L.P. and Reservoir Capital Master Fund, L.P. (amending the
Loan Agreement by and among the Registrant, the subsidiaries of the Registrant,
and Reservoir Capital Partners, L.P., Reservoir Capital Associates, L.P. and
Reservoir Capital Master Fund, L.P.).

10.2 Amendment No. 5 to Loan Agreement and Amendment to Warrant Agreement, dated
as of May 6, 2002, among the Registrant, the subsidiaries of the Registrant and
Reservoir Capital Partners, L.P., Reservoir Capital Associates, L.P. and
Reservoir Capital Master Fund, L.P. (amending the Loan Agreement by and among
the Registrant, the subsidiaries of the Registrant, and Reservoir Capital
Partners, L.P., Reservoir Capital Associates, L.P. and Reservoir Capital Master
Fund, L.P.).

(b) Reports on Form 8-K
None

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Student Advantage, Inc.

(Registrant)

Dated: May 15, 2002 By: /s/ Kenneth S. Goldman
- - - - - - - - - - - - - - - - -
Kenneth S. Goldman,
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)