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                                                                    Exhibit 10.2

                                 PROMISSORY NOTE

                                                              New York, New York
                                                               December 30, 2002

         For value received, STUDENT ADVANTAGE, INC., a Delaware corporation
(the "Borrower"), promises to pay to the order of RESERVOIR CAPITAL MASTER FUND,
L.P. (the "Lender") the unpaid principal amount of each Loan made by the Lender
to the Borrower pursuant to the Loan Agreement referred to below on the Maturity
Date. The Borrower promises to pay interest on the unpaid principal amount of
each such Loan on the dates, at the rate or rates and in the manner provided for
in the Loan Agreement. All such payments of principal and interest shall be made
in lawful money of the United States of America and in immediately available
funds at the office specified from time to time by the Lender to the Borrower in
accordance with the Loan Agreement.

         All Loans made by the Lender and all repayments of the principal
thereof shall be recorded by the Lender and, prior to any transfer hereof,
appropriate notations

         to evidence the foregoing information with respect to each such Loan
then outstanding shall be endorsed by the Lender on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Loan Agreement.

         This Promissory Note is one of the Notes referred to in the Loan
Agreement dated as of June 25, 2001 (as the same shall be modified and
supplemented and in effect from time to time, the "Loan Agreement"), among the
Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto and
Reservoir Capital Partners, L.P., as Administrative Agent. Terms used but not
otherwise defined herein have the respective meanings assigned to them in the
Loan Agreement. Reference is made to the Loan Agreement for provisions for the
prepayment, the acceleration of the maturity and the limitations on the
transferability of this Promissory Note. Reference is made to the Security
Agreement and the pledge made by the Borrower and the Subsidiary Guarantors
therein securing, among other things, the obligations of the Borrower hereunder.
This Promissory Note shall be construed in accordance with and governed by the
law of the State of New York.

                                                 STUDENT ADVANTAGE, INC.

                                                 By
                                                   -----------------------------
                                                    Name:  Raymond V. Sozzi, Jr.
                                                    Title:    President


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                            Promissory Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
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                    Type of Loan
  Date          (Term or Revolving)       Amount of Loan     Amount of Principal Repaid    Notation Made By
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<S>             <C>                       <C>                <C>                           <C>
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12/30/02                Term                 $287,200
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</TABLE>