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                                                                    Exhibit 10.3

                   FIRST AMENDMENT TO REVOLVING LINE OF CREDIT
                      LOAN AGREEMENT AND SECURITY AGREEMENT

      THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT AND
SECURITY AGREEMENT ("First Amendment") is made as of January 24, 2003, by and
among OCM DIRECT, INC., COLLEGIATE CARPETS, INC., and CAREPACKAGES, INC., each
having an address at c/o OCM DIRECT, INC., 4630 Montgomery Avenue, Suite 600,
Bethesda, Maryland 20814 (collectively, the "Borrower"), Student Advantage, Inc.
(the "Guarantor") and Bank of America, N.A., a national banking corporation (the
"Lender").

                                    RECITALS

      A.    The Borrower and the Lender entered into a Revolving Line of Credit
            Loan Agreement and Security Agreement, dated as of February 13, 2002
            (the "Loan Agreement").

      B.    The Loan Agreement governs and secures a certain line of credit loan
            facility extended by Lender to Borrower in the maximum principal
            amount of Five Million and 00/100 Dollars ($5,000,000.00), evidenced
            by a Revolving Note executed by Borrower dated as of February 13,
            2002 (the "Revolving Note").

      C.    The parties desire to amend the Loan Agreement to extend the Ending
            Date of the Loan Agreement to April 30, 2003.

      D.    The Guarantor desires to enter into this First Amendment to evidence
            the Guarantor's consent to the terms and conditions of this First
            Amendment and to confirm that the Guaranty remains in full force and
            effect as to all credit extended under the Loan Agreement as amended
            by this First Amendment.

      E.    Capitalized terms used in this First Amendment and not defined
            herein have the meanings ascribed to them in the Loan Agreement.

                                   AGREEMENTS

      NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Guarantor and
the Lender hereby agree as follows:

1.    REPRESENTATIONS AND WARRANTIES. To induce the Lender to enter into this
      First Amendment, the Borrower warrants and represents to the Lender that:


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      a.    The Borrower's books and records properly reflect the Borrower's
            financial condition, and no material adverse change in the
            Borrower's financial condition has occurred since the last date that
            the Borrower provided financial reports to the Lender; and

      b.    No litigation is pending or threatened against the Borrower of which
            the Borrower has not informed the Lender in writing; and

      c.    The Borrower is in compliance with all provisions of the Loan
            Agreement and with all applicable laws and regulations; and

      d.    Borrower has the power and authority to enter into this First
            Amendment, to perform its obligations hereunder, to execute all
            documents being executed and delivered in connection herewith, and
            to incur the obligations provided for herein, all of which have been
            duly authorized and approved in accordance with the Borrower's
            organizational documents; and

      e.    This First Amendment, together with all documents executed in
            connection herewith or pursuant hereto, constitute the valid and
            legally binding obligations of the Borrower in accordance with their
            respective terms; and

      f.    The Borrower's obligations under the Loan Documents remain valid and
            enforceable obligations, and the execution and delivery of this
            First Amendment and the other documents executed in connection
            herewith shall not be construed as a novation of the Loan Agreement
            or the other Loan Documents.

2.    ENDING DATE. The definition of "Ending Date" is hereby modified to mean
      April 30, 2003.

3.    NO MANAGEMENT OR SERVICES FEES. Borrower shall not deliver to Guarantor
      any fee for the management of Borrower or for the provision of any service
      by Guarantor to Borrower, without the prior written consent of Lender.

4.    LOAN FEE. In consideration of Lender's agreement to this First Amendment,
      Borrower promises to pay to Lender, on demand, a loan fee of Seven
      Thousand and 00/100 Dollars ($7,000.00).

5.    ADDITIONAL FEES AND COSTS. The Borrower promises to pay, on demand, all
      costs (including attorneys fees) incurred by the Lender for the
      preparation of this First Amendment, the preparation of any documents
      executed in connection with this First Amendment and any other expenses
      incurred by Lender in relation to this First Amendment. The Borrower
      authorizes the Lender to advance funds to itself or to third parties to
      pay such fees, costs and expenses, and


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      any loan fee provided in this First Amendment, which advances shall be
      deemed to be Advances to the Borrower under the Loan Agreement.

6.    REAFFIRMATION; NO OFFSETS OR DEFENSES. Except as modified by this First
      Amendment, the Loan Agreement remains in full force and effect and
      unmodified. Borrower and the Guarantor warrant and represent that they
      have no offsets or defenses to their obligations under the Loan Agreement,
      as so modified, and the other Loan Documents.

7.    GUARANTOR CONSENT. The Guarantor consents to this First Amendment, agrees
      that this First Amendment does not impair the Guarantor's liabilities or
      obligations under the Guaranty, and confirms that the Guaranty remains in
      full force and effect as to all credit extended under the Loan Agreement
      as amended by this First Amendment.

8.    RELEASE AND WAIVER. In consideration of Lender's agreement to this First
      Amendment, the Borrower hereby releases and waives any and all claims of
      any kind that it may have against the Lender as of the date of this First
      Amendment arising out of or relating to the Revolving Note or the Loan
      Agreement, as amended by this First Amendment.

9.    ARBITRATION.

      This paragraph concerns the resolution of any controversies or claims
      between the Borrower and the Lender, whether arising in contract, tort or
      by statute, including but not limited to controversies or claims that
      arise out of or relate to: (i) the Loan Agreement as modified by this
      First Amendment (including any renewals, extensions or modifications); or
      (ii) any document related to this First Amendment (collectively a
      "Claim").

      At the request of the Borrower or the Lender, any Claim shall be resolved
      by binding arbitration in accordance with the Federal Arbitration Act
      (Title 9, U.S. Code) (the "Act"). The Act will apply even though this
      First Amendment provides that it is governed by the law of a specified
      state.

      Arbitration proceedings will be determined in accordance with the Act, the
      applicable rules and procedures for the arbitration of disputes of JAMS or
      any successor thereof ("JAMS"), and the terms of this paragraph. In the
      event of any inconsistency, the terms of this paragraph shall control.

      The arbitration shall be administered by JAMS and conducted in any U.S.
      state where real or tangible personal property collateral for this credit
      is located or if there is no such collateral, in Maryland. All Claims
      shall be determined by one arbitrator; however, if Claims exceed
      $5,000,000, upon the request of any party, the Claims shall be decided by
      three arbitrators. All arbitration hearings shall commence within 90 days
      of the demand for arbitration and close


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      within 90 days of commencement and the award of the arbitrator(s) shall be
      issued within 30 days of the close of the hearing. However, the
      arbitrator(s), upon a showing of good cause, may extend the commencement
      of the hearing for up to an additional 60 days. The arbitrator(s) shall
      provide a concise written statement of reasons for the award. The
      arbitration award may be submitted to any court having jurisdiction to be
      confirmed and enforced.

      The arbitrator(s) will have the authority to decide whether any Claim is
      barred by the statute of limitations and, if so, to dismiss the
      arbitration on that basis. For purposes of the application of the statute
      of limitations, the service on JAMS under applicable JAMS rules of a
      notice of Claim is the equivalent of the filing of a lawsuit. Any dispute
      concerning this arbitration provision or whether a claim is arbitrable
      shall be determined by the arbitrator(s). The arbitrator(s) shall have the
      power to award legal fees pursuant to the terms of the Loan Agreement as
      modified by this First Amendment.

      This paragraph does not limit the right of the Borrower or the Lender to:
      (i) exercise self-help remedies, such as but not limited to, setoff; (ii)
      initiate judicial or nonjudicial foreclosure against any real or personal
      property collateral; (iii) exercise any judicial or power of sale rights,
      or (iv) act in a court of law to obtain an interim remedy, such as but no
      limited to, injunctive relief, writ of possession or appointment of a
      receiver, or additional or supplementary remedies.

10.   WAIVER OF TRIAL BY JURY. BY AGREEING TO BINDING ARBITRATION, BORROWER AND
      LENDER IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A
      TRIAL BY JURY IN RESPECT OF A CLAIM. FURTHERMORE, WITHOUT INTENDING IN ANY
      WAY TO LIMIT THIS FIRST AMENDMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS
      NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT
      THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION
      IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS FIRST
      AMENDMENT.

11.   NO ORAL AGREEMENT. THIS FIRST AMENDMENT, THE LOAN AGREEMENT, AND THE
      REVOLVING NOTE, GUARANTY AND SECURITY DOCUMENTS REFERRED TO HEREIN OR IN
      THE LOAN AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES
      CONCERNING THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY
      EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES. THERE ARE NO UNWRITTEN OR ORAL AGREEMENTS BETWEEN THE PARTIES.


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      IN WITNESS WHEREOF, the undersigned have duly executed this First
Amendment as of the day and year first hereinabove set forth.

                      OCM DIRECT, INC., a Delaware corporation



                      By:  /s/ Raymond V. Sozzi, Jr.              (SEAL)
                         -----------------------------------------
                           Raymond V. Sozzi, Jr.
                           President

                      COLLEGIATE CARPETS, INC., a Maryland corporation



                      By:  /s/ Raymond V. Sozzi, Jr.              (SEAL)
                         -----------------------------------------
                           Raymond V. Sozzi, Jr.
                           President

                      CAREPACKAGES, INC., a Delaware corporation



                      By:  /s/ Raymond V. Sozzi, Jr.              (SEAL)
                         -----------------------------------------
                           Raymond V. Sozzi, Jr.
                           President

                      STUDENT ADVANTAGE, INC., a Delaware corporation



                      By:  /s/ Raymond V. Sozzi, Jr.
                         -----------------------------------------
                           Raymond V. Sozzi, Jr.
                           President

                      BANK OF AMERICA, N.A.



                      By:  /s/ Michael J. Radcliffe               (SEAL)
                         -----------------------------------------
                           Michael J. Radcliffe
                           Vice President


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                              GUARANTOR'S CONSENT

      The undersigned (the "Guarantor") consents to this First Amendment, agrees
that this First Amendment does not impair the Guarantor's liabilities or
obligations under the Guaranty, and confirms that the Guaranty remains in full
force and effect as to all credit extended under the Revolving Note as amended
by this First Amendment. For purposes of this Consent, the Guaranty means that
certain Guaranty, dated as of February 13, 2002, executed by or on behalf of the
Guarantor. Further, in consideration of this First Amendment, the Guarantor
hereby releases and waives any and all claims of any kind that it may have
against the Lender as of the date of this First Amendment arising out of or
relating to the Revolving Note or the Loan Agreement.


                                             STUDENT ADVANTAGE, INC., a Delaware
                                             corporation



                                            By: /s/ Raymond V. Sozzi, Jr. (SEAL)
                                               ---------------------------
                                                Raymond V. Sozzi, Jr.
                                                President


COMMONWEALTH OF MASSACHUSETTS  )
                               )        To-wit:
COUNTY/CITY OF SUFFOLK         )

      I, Michael S. Traister, a Notary Public in and for the jurisdiction
aforesaid, do certify that Raymond V. Sozzi, Jr., whose name is signed to the
writing above as President of each of OCM Direct Inc., Collegiate Carpets, Inc.,
CarePackages, Inc., and Student Advantage, Inc., has acknowledged the same
before me in my jurisdiction aforesaid.

      Given under my hand and seal this 24th day of January, 2003.


                                     /s/ Michael S. Traister
                                     --------------------------------
                                     Notary Public

My Commission Expires: September 4, 2003


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