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                                                                    EXHIBIT 10.1


   CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.



                      CO-MARKETING AND MEMBERSHIP AGREEMENT

         This Co-Marketing and Membership Agreement (this "AGREEMENT") dated as
of this 1st day of February, 2001 (the "EFFECTIVE DATE") is between Princeton
Review Publishing, L.L.C., and The Princeton Review Management, L.L.C., a
Delaware limited liability company ("TPR"), having its principle place of
business at 2315 Broadway, New York, New York 10024 and Student Advantage, Inc.,
a Delaware corporation ("SA"), having its principle offices at 280 Summer
Street, Boston, Massachusetts 02210.

                                   BACKGROUND

         WHEREAS, SA owns and operates a network of sites on the world wide web
portion (the "WEB") of the Internet targeted towards college students and alumni
which includes, but is not limited to, collegeclub.com (the "SA NETWORK") and
markets a membership program (the "SA MEMBERSHIP") which allows high school,
college and university students who are Members of the SA Membership (the "SA
MEMBERS") to purchase goods and services from certain merchants and corporate
partners at an exclusive discount using their membership identification number
(the "MEMBER ID") at the time of purchase;

         WHEREAS, TPR is engaged in the sale of preparatory courses and testing
material and other products and services, on a retail basis and via an Internet
web site on the Web located at URL http://www.review.com (the "TPR WEB SITE");

         WHEREAS, SA and TPR desire: (i) that TPR become the premier Test Prep
partner at collegeclub.com from the Effective Date through September 30, 2001
for the purpose of marketing TPR goods and services and promoting the Student
Advantage brand, and (ii) that TPR promote the SA Memberships.

         NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:

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1. COLLEGECLUB.COM PROMOTION. TPR will be the premier Test Prep Partner at
collegeclub.com for the period from the Effective Date through September 30,
2001 in a manner to be solely determined by SA but to involve no less than 5
million banner impressions per month during the Term (the "Collegeclub.com
Promotions"). The parties will work together to develop exact nature and form of
the Collegeclub.com Promotions.

2. TPR PROMOTION OF SA AND SA MEMBERSHIPS. TPR will maintain a 120x60 badge
promoting SA on relevant parts of its web site, and will promote the SA
Membership through ads and email, in its sole discretion.

3. CONTENT INTEGRATION. Both parties will make reasonable efforts to integrate
their respective content provided to the other pursuant to this Agreement for
use on each other's web sites, except to the extent not technically and
contractually feasible (e.g. in cases where content is provided by a third
party), including special features and timely articles.

         3.1.     At a minimum, TPR will provide to SA articles from the major
                  TPR Web Site Channels (including College, Business School,
                  Graduate School, Law School, Medical School, Career and
                  Internships) for use on CollegeClub.com no less frequent than
                  the frequency that such articles are published on the TPR Web
                  Site provided that the content will contain appropriate brands
                  and links back to TPR.

         3.2.     TPR shall endorse and provide access to the SA Scholarship
                  Search through and in relevant areas of the TPR Web Site. TPR
                  agrees that the SA Scholarship Search shall be the only
                  scholarship search on the TPR Web Site, and that SA will share
                  with TPR all users that register on SA's Scholarship Search.
                  This paragraph will only take effect if TPR has not already
                  made a commitment to another scholarship search company.

         3.3.     TPR shall endorse and provide access to SA Academic Research
                  through and in relevant areas of the TPR Web Site. TPR agrees
                  that SA Academic Research shall be the only branded academic
                  research product of this type on the TPR Web Site. We consider
                  "this type" to refer to a search engine that finds appropriate
                  web sites for a topic.

4. PRESS RELEASES. SA and TPR will jointly prepare press releases concerning the
existence of this Agreement and the terms hereof. Otherwise, no public
statements concerning the terms of this Agreement shall be made or released to
any medium except with the prior approval of each party or as required by law,
including applicable securities laws and rules and regulations of the Securities
and Exchange Commission.

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5. FEES AND PAYMENTS.

         5.1.     TPR PROMOTION OF SA. SA will pay TPR $[**] per thousand
                  impressions for 85 million impressions of an approved Student
                  Advantage badge to be displayed on TPR's web site through
                  September 30, 2001. TPR will not serve more than 15 million
                  impressions in any one-month period.

         5.2.     SA MEMBERSHIP. SA shall pay TPR a sales commission (the
                  "Membership Commission") of [**] dollars ($[**]) for each
                  twenty-dollar ($20.00) SA Membership sold through the TPR Web
                  Site or other TPR marketing channels (the "Membership
                  Commission"), so long as full payment for the SA Membership,
                  including shipping and handling, is received by SA.

         5.3.     SA will pay TPR a guaranteed, non-refundable minimum of [**]
                  Dollars ($[**]), credited towards the services provided by TPR
                  in paragraphs 5.1 and 5.2. The first payment under this
                  Section 5.1 of $[**] will be due net 30 from June 30, 2001 and
                  the final payment of $[**] will be due net 30 from September
                  30, 2001. In the event that TPR generates total Membership
                  Commission under this Section 5.1 in excess of $[**] during
                  such period (the "Excess"), TPR will invoice SA on September
                  30, 2001 for such Excess with payment terms of net 30. For all
                  sales of SA Memberships after September 30, 2001, TPR will
                  receive a maximum commission of [**] dollars ($[**]) per
                  Membership sold.

         5.4.     COLLEGECLUB.COM PROMOTION FEE. TPR will pay SA a monthly fee
                  of [**] Dollars ($[**]) as payment for the Collegeclub.com
                  Promotion, with the first two payments of $[**] due net 30
                  from February 28, 2001 and June 30, 2001 and the final payment
                  of $[**] due net 30 from September 30, 2001.


6. TERM/TERMINATION. The Term of the Agreement shall begin on the Effective Date
and continue through December 31, 2001.

         6.1.     This Agreement may be terminated by one party in the event of
                  a material breach of the terms of this Agreement by the other
                  party if said breach is not cured within thirty (30) calendar
                  days after receipt of written notice specifying the breach.

         6.2.     This Agreement may be terminated immediately by one party upon
                  the commencement of a voluntary or involuntary bankruptcy,
                  insolvency, bankruptcy related reorganization or similar
                  proceeding of the other party.

         6.3.     This Agreement may be terminated by one party, if upon
                  consultation with its legal counsel, a party determines the
                  other party is in violation of any federal or state legal or
                  regulatory requirement in connection with or relating to
                  performance of such other party's obligations hereunder.



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7. REPRESENTATIONS AND WARRANTIES. Each of TPR and SA warrant that it has the
power, right, and authority to enter into this Agreement. Each of TPR and
warrant that it will comply at all times with all federal, state and local laws
and regulations applicable to it, including without limitation, all consumer
finance, fair trade and non-discrimination laws and regulations and that this
agreement was negotiated at arms-length. Each of TPR and SA warrant and
represent that its performance hereunder (including, without limitation, their
provision of materials for use by the other party) will not, directly or
indirectly, infringe upon or violate any intellectual property right (including,
but not limited to publicity, privacy, patent, copyright or trademark) or other
proprietary rights of any third party, or constitute defamation, false
advertising, invasion of privacy or violation of any right of publicity or other
right of any third party, or violate any applicable law or regulation. EXCEPT AS
EXPRESSLY PROVIDED IN THIS SECTION, SA MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SA NETWORK, ANY OTHER WEB SITE OR ANY OTHER
SERVICES TO BE PROVIDED BY SA HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT
AS EXPRESSLY PROVIDED IN THIS SECTION, TPR MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE TPR WEB SITE, ANY OTHER WEB SITE OR ANY OTHER
PRODUCTS OR SERVICES TO BE PROVIDED BY TPR HEREUNDER, INCLUDING BUT NOT LIMITED
TO ANY WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.

8. MUTUAL CONFIDENTIALITY. Any confidential information or material furnished or
disclosed by one party to the other party shall remain the exclusive property of
the disclosing party. SA and TPR agree not to disclose the confidential
information of the other party to any third party or use such information expect
as authorized hereunder. Notwithstanding the foregoing, confidential information
shall not include any information that is (a) already known by the receiving
party at the time of its disclosure or becomes publicly known through no
wrongful act of the receiving party or (b) lawfully required to be disclosed to
any government agency or judicial body. For purposes of this Agreement, subject
to Section 9, confidential information shall include any information of a
confidential or proprietary nature, including, without limitation, advertising
materials, any information about SA Members (such as, but not limited to, the SA
Membership list and database and SA Member Data), plans strategies, trade
secrets, techniques, products, research and development, production, costs,
profit information, and the terms of this Agreement.

9. LICENSES/INTELLECTUAL PROPERTY. TPR hereby grants SA a non-exclusive license
to use and reproduce TPR logo and trade name, as such logo and trade name may be
altered from time to time, as is necessary under this Agreement. All use such
logo and trade name shall inure to the benefit of TPR or its affiliates. Such
license will terminate upon termination of this Agreement, except SA will have a
reasonable period of time to clear marketing channels upon any termination. SA
hereby grants TPR a non-exclusive license to use and reproduce the SA logo and
trade name, as such logo and trade name may be altered from




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time to time, as is necessary to promote the SA Memberships as set forth in
Section 2. Such license will terminate upon termination of this Agreement,
except TPR will have a reasonable period of time to clear marketing channels
upon any termination. Both parties reserve the right to make adjustments to
their business and product names. Each party hereby acknowledges the other
party's rights and interests in said party's trademarks and agrees not to claim
any right, title or interest in or to such trademarks or to at any time
challenge or attack said party's rights in or to such trademarks for any reason
whatsoever. TPR acknowledges that SA retains copyright, the right of extraction
and all other rights in the names, addresses and other information pertaining to
SA Members, the SA Member Data, and the SA Membership list and database; except
that the copyright in the TPR Registration Data shall be jointly owned by the
parties, and TPR shall also have a right of extraction and all other rights in
the names, addresses and other information included in such TPR Registration
Data. SA acknowledges that except to the extent it contains intellectual
property rights of SA, which shall be owned by SA, TPR will maintain sole
ownership of the TPR Web Site. TPR agrees that upon the termination of this
Agreement it shall not knowingly attempt to contact or solicit further business
from SA Members who shall have been SA Members at the time of such termination,
except SA Members who registered with TPR at the TPR Web Site, and will not use
the any TPR registration data in contravention of SA's Privacy Policies located
at studentadvantage.com.

10. INDEMNIFICATION. Each party shall defend, indemnify, and hold harmless the
other party, its officers, employees, and affiliates from any claims, demands,
suits, causes of action, liability and expense (including reasonable attorney's
fees and costs) and costs (collectively, "Damages") arising out of or relating
to its grossly negligent performance under this Agreement and/or the breach of
any representations or warranties made by it hereunder. TPR shall also
indemnify, defend and hold harmless SA in respect of any Damages arising from or
relating to the TPR's provision of goods or services to SA Members. SA shall
also indemnify, defend and hold harmless TPR in respect of any Damages arising
from or relating to the SA's provision of goods or services.

11. LIMITATION ON DAMAGES. EXCEPT AS PROVIDED IN SECTION 10 ABOVE,
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY NOR THEIR
RESPECTIVE AFFILIATES SHALL BE LIABLE TO THE OTHER FOR PUNITIVE, EXEMPLARY,
CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES
RESULTING FROM LOST PROFITS OR GOODWILL, WHETHER OR NOT THAT PARTY HAS BEEN
ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER
PARTY'S TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT
EXCEED THE NET AMOUNT PAID TO SUCH PARTY UNDER THIS AGREEMENT.

12.  GENERAL TERMS.

         12.1.    Notwithstanding anything to the contrary in the Agreement,
                  either TPR or SA shall be entitled to assign its rights under
                  this Agreement to any affiliate of such





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                  party or any successor to of such party, whether by merger,
                  consolidation or purchase of stock or assets.

         12.2.    This Agreement constitutes the entire agreement between the
                  parties with regard to the subject matter hereof and no party
                  shall be liable or bound to any other party in any manner by
                  any warranties, representations, or covenants except as
                  specifically set forth herein. The terms and conditions of
                  this Agreement shall inure to the benefit of and be binding
                  upon the respective heirs, personal representatives, and
                  successors and assigns of the parties, except to the extent
                  assignability is limited herein. This agreement may be amended
                  only with the written consent of both SA and TPR.

         12.3.    Neither party shall be liable for failure to perform any
                  obligation under this Agreement where such failure is due to
                  fire, flood, labor dispute, natural calamity, acts of the
                  government or other causes that are otherwise beyond the
                  control of such party.

         12.4.    The parties to this Agreement are independent contractors.
                  Neither party has the authority to bind the other or to incur
                  any obligation on its behalf except as explicitly provided in
                  this Agreement.

         12.5.    This Agreement shall be governed by and construed under the
                  laws of the Commonwealth of Massachusetts except for such
                  choice of laws principles that would cause the laws of another
                  jurisdiction to govern. All notices, requests and other
                  communications to either party hereunder must be in writing
                  and given to such party at its address set forth above.

         12.6.    This Agreement may be executed in one or more counterparts,
                  each of which will be deemed an original, but which
                  collectively will constitute one and the same instrument.

         12.7.    Any notices or other communications hereunder, except as may
                  otherwise be provided in this Agreement, will be deemed given
                  and delivered when delivered personally or telecopied by
                  confirmed facsimile, or the day signed for or rejected by
                  addressee after mailing by registered or certified mail,
                  return receipt requested, or the next business day if sent by
                  nationally recognized overnight courier providing for a return
                  receipt, in each case postage prepaid, addressed to the
                  address on the first page hereof or to such other address as
                  either party shall designate by written notice to the other,
                  effective ten (10) days after such notice.




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IN WITNESS WHEREOF, the parties have hereunto executed this document as of that
day and year first written above.


STUDENT ADVANTAGE, INC.                   THE PRINCETON REVIEW, INC


By: /s/ Raymond V. Sozzi, Jr.             By: /s/ John Katzman
    -------------------------                 --------------------------

Name:  Raymond V. Sozzi, Jr.              Name:  John Katzman
       ----------------------                    -----------------------
Title: President                          Title: Chief Executive Officer
       ----------------------                    -----------------------



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                      CO-MARKETING AND MEMBERSHIP AGREEMENT
                                 AMENDMENT NO. 1

         This Amendment No. 1 (the "AMENDMENT") is made and entered into as of
this 10th day of August, 2001, by and between Student Advantage, Inc., a
Delaware corporation ("SA"), having offices at 280 Summer Street, Boston,
Massachusetts 02210 and Princeton Review Publishing, L.L.C. and The Princeton
Review Management, L.L.C., a Delaware limited liability company (collectively,
"TPR"), having its principle place of business at 2315 Broadway, New York, New
York 10024. The aforesaid shall be referred to hereinafter collectively as the
"PARTIES" all other terms shall have the meaning ascribed to them in the
Agreement.

         WHEREAS, the Parties entered into a Co-Marketing and Membership
Agreement dated February 1, 2001 and effective April 1, 2001 (the "AGREEMENT");
and

         WHEREAS, the Parties have decided to amend the Agreement effective as
of the above date, as set forth herein.

         NOW, THEREFORE, in consideration of these premises and the mutual
promises herein contained, it is agreed by and among the Parties as follows:

1.       Section 3 of the Agreement is hereby amended to include the following
         new sections:

         "3.4 DISCOUNT. TPR agrees to provide SA Members an ongoing discount
         (the "OFFER") of a $[**] discount off all TPR online and offline
         regularly priced, complete MCAT, GMAT, LSAT and GRE courses (a
         "COURSE"). The Discount will be redeemable by SA Members through the
         TPR toll-free number (1-800-2-REVIEW) and via online links from the SA
         Network.

         3.5 INCREMENTAL COUPON. In addition to the Discount, TPR will provide
         for inclusion by SA an incremental coupon with a value of [**] Dollars
         ($[**]) off any Course (the "COUPON") for SA Members be included in at
         least 100,000 SA Membership card carriers for the 2001-2002 SA
         Membership year as part of SA's fulfillment kit.

         3.6 Sponsor agrees that it will not provide discounts to, or otherwise
         engage the services of, any company, other than SA, that provides
         ongoing or limited time discounts to Students by means of a national
         student discount card product or any other identification instrument.
         Any non-SA Members that contact Sponsor to inquire about Sponsor's
         national student discount policy will be informed that Sponsor's
         national student discount card discount is offered exclusively through
         SA.




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         3.7 The Discount will be available on all regularly priced products,
         and is valid throughout the term of this Agreement provided the student
         is a valid SA Member.

         3.8 Sponsor agrees that it will require SA Members to submit a valid
         Member ID when making purchases through the TPR toll-free number
         (1-800-2-REVIEW) and via online links from the SA Network."

2.       Section 5 of the Agreement is hereby amended to include the following
         new sections:

         "5.5 OFFER COMMISSION. TPR will pay SA an amount equal to [**] Dollars
         ($[**]) for each Course purchased by an SA Member (the "OFFER
         COMMISSION"). TPR will pay SA the Offer Commissions and send SA reports
         supporting such Offer Commission calculation on a quarterly basis no
         later then thirty (30) days after the end of each calendar quarter.

         5.6 COUPON COMMISSION. TPR will pay SA an amount equal to [**] Dollars
         ($[**]) for each Course purchased by an SA Member (the "COUPON
         COMMISSION") for which a Coupon is submitted. Coupons will be tracked
         by TPR using a unique code. Coupon may only be redeemed via TPR's toll
         free number. TPR will pay SA the Coupon Commissions and send SA reports
         supporting such Coupon Commission calculation on a quarterly basis no
         later then thirty (30) days after the end of each calendar quarter.
         This coupon expires December 31, 2001.

3.       This Amendment may be executed in any number of counterparts, all of
         which together shall constitute one Agreement. Except as specifically
         referenced herein all other terms of the Agreement shall continue in
         full force and effect.

4.       Each party has read this Amendment and understands its terms. Each
         Party has executed this Agreement voluntarily and with full knowledge
         of its legal significance.



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IN WITNESS WHEREOF, the Parties have duly executed and delivered this Amendment
as of the date indicated above.

<TABLE>
<S>                                         <C>
STUDENT ADVANTAGE, INC.                      THE PRINCETON REVIEW, INC.

By (signature) /s/ Josh Fraser               By (signature) /s/ Stephen Quattrocinch
----------------------------------------     ----------------------------------------

Name  Josh Fraser                            Name  Stephen Quattrocinch
----------------------------------------     ----------------------------------------

Title  VP, Business Development              Title  Executive Vice President
----------------------------------------     ----------------------------------------



</TABLE>




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