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                                                                   Exhibit 10.11

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") dated as of May 1st,
2001 is entered into between Student Advantage, Inc., a Delaware corporation
(the "Company") and BayStar Capital, L.P. (the "Purchaser").

      WHEREAS, the Company and the Purchaser have entered into a Securities
Purchase Agreement of even date herewith (the "Purchase Agreement"), pursuant to
which the Company has agreed to sell 1,500,000 shares (the "Initial Shares") of
common stock of the Company, $.01 par value per share (the "Common Stock") and a
warrant to purchase an additional 600,000 shares of Common Stock (the
"Warrant"); and

      WHEREAS, the Company and the Purchaser desire to provide for certain
arrangements with respect to the registration of the Initial Shares and the
shares of Common Stock issuable upon exercise of the Warrant (together with the
Initial Shares, the "Shares") under the Securities Act of 1933, as amended (the
"Securities Act");

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

1. Registration of the Shares. The Company shall file with the Securities and
Exchange Commission (the "SEC"), within 90 days following the Closing (as
defined in the Purchase Agreement), a registration statement on Form S-3
covering the resale to the public by the Purchaser of the Shares (the "Purchaser
Registration Statement"). The Company shall use commercially reasonable efforts
to cause the Purchaser Registration Statement to be declared effective by the
SEC as soon as practicable. The Company shall cause the Purchaser Registration
Statement to remain effective until the date one year after the date of the
Closing (the "Closing Date") or such earlier time as all of the Shares covered
by the Purchaser Registration Statement have been sold pursuant thereto.

2.    Limitations on Registration Rights.

      (a)   The Company may, by written notice to the Purchaser signed by the
President or Chief Executive Officer of the Company, (i) delay the filing or
effectiveness of the Purchaser Registration Statement for a period of not more
than 120 days or (ii) suspend the Purchaser Registration Statement after
effectiveness and require that the Purchaser immediately cease sales of shares
pursuant to the Purchaser Registration Statement, in the event that (A) the
Company files a registration statement (other than a registration statement on
Form S-8 or its successor form) with the SEC for a public offering of its
securities, (B) the Company is engaged in any activity or transaction or
preparations or negotiations for any activity or transaction that the Company
desires to keep confidential for business reasons, if the Board of Directors of
the Company determines in good faith that it would be detrimental to the Company
for such Purchaser Registration Statement to be filed in the near future and
that it is, therefore, essential to defer the filing of such registration
statement, or (C) any financial statements required to be
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included in the Purchaser Registration Statement, due to a merger, acquisition
or other transaction entered into by the Company, are not available despite
commercially reasonable efforts by the Company to obtain such financial
statements.

      (b)   If the Company delays or suspends the Purchaser Registration
Statement or requires the Purchaser to cease sales of shares pursuant to
paragraph (a) above, the Company shall, as promptly as practicable following the
termination of the circumstance which entitled the Company to do so, notify the
Purchaser of such termination and take such actions as may be necessary to file
or reinstate the effectiveness of the Purchaser Registration Statement and/or
give written notice to the Purchaser authorizing it to resume sales pursuant to
the Purchaser Registration Statement. If as a result thereof the prospectus
included in the Purchaser Registration Statement has been amended to comply with
the requirements of the Securities Act, the Company shall enclose such revised
prospectus with the notice to the Purchaser given pursuant to this paragraph
(b), and the Purchaser shall make no offers or sales of shares pursuant to the
Purchaser Registration Statement other than by means of such revised prospectus.

3.    Registration Procedures.

      (a)   In connection with the filing by the Company of the Purchaser
Registration Statement, the Company shall furnish to the Purchaser a copy of the
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act.

      (b)   The Company shall use its best efforts to register or qualify the
Shares covered by the Purchaser Registration Statement under the securities laws
of each state of the United States; provided, however, that the Company shall
not be required in connection with this paragraph (b) to qualify as a foreign
corporation or execute a general consent to service of process in any
jurisdiction.

      (c)   If the Company has delivered preliminary or final prospectuses to
the Purchaser and after having done so the prospectus is amended or supplemented
to comply with the requirements of the Securities Act, the Company shall
promptly notify the Purchaser and, if requested by the Company, the Purchasers
shall immediately cease making offers or sales of shares under the Purchaser
Registration Statement and return all prospectuses to the Company. The Company
shall promptly provide the Purchaser with revised or supplemented prospectuses
and, following receipt of the revised or supplemented prospectuses, the
Purchaser shall be free to resume making offers and sales under the Purchaser
Registration Statement.

      (d)   The Company shall pay the expenses incurred by it in complying with
its obligations under Sections 1, 2 and 3, including all registration and filing
fees, exchange listing fees, fees and expenses of counsel for the Company, and
fees and expenses of accountants for the Company, but excluding (i) any
brokerage fees, selling commissions or underwriting discounts incurred by the
Purchaser in connection with sales under the Purchaser Registration Statement
and (ii) the fees and expenses of any counsel retained by the Purchaser.

4.    Requirements of the Purchaser. The Company shall not be required to
include any Shares in the Purchaser Registration Statement unless:


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      (a)   the Purchaser furnishes to the Company in writing such information
regarding the Purchaser and the proposed sale of the Shares by the Purchaser as
the Company may reasonably request in writing in connection with the Purchaser
Registration Statement or as shall be required in connection therewith by the
SEC or any state securities law authorities;

      (b)   the Purchaser shall have provided to the Company its written
agreement:

            (i)   to indemnify the Company and each of its directors and
officers against, and hold the Company and each of its directors and officers
harmless from, any losses, claims, damages, expenses or liabilities (including
reasonable attorneys fees) to which the Company or such directors and officers
may become subject by reason of any statement or omission in the Purchaser
Registration Statement made in reliance upon, or in conformity with, a written
statement by the Purchaser furnished pursuant to this Section 4(b)(I); and

            (ii)  to report to the Company sales made pursuant to the Purchaser
Registration Statement.

5.    Indemnification. The Company agrees to indemnify and hold harmless the
Purchaser against any losses, claims, damages, expenses or liabilities to which
the Purchaser may become subject by reason of any untrue statement of a material
fact contained in the Purchaser Registration Statement or any omission to state
therein a fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages, expenses
or liabilities arise out of or are based upon information furnished to the
Company by or on behalf of the Purchaser for use in the Purchaser Registration
Statement. The Company shall have the right to assume the defense and settlement
of any claim or suit for which the Company may be responsible for
indemnification under this Section 5.

6.    Termination. All of the Company's obligations to register the Shares under
this Agreement shall terminate on the earlier of (a) the first anniversary of
the date of this Agreement or (b) the date on which all of the Shares have been
sold by the Purchaser.

7.    Assignment of Rights. This Agreement, and the rights and obligations of
the Purchaser hereunder, may be assigned by the Purchaser to any affiliate to
whom the Shares may be transferred pursuant to the terms of the Purchase
Agreement, and such transferee shall be deemed a "Purchaser" for the purposes of
this Agreement; provided that such transferee provides written notice of such
assignment to the Company and agrees to be bound in writing hereby.

8.    Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

9.    Specific Performance. In addition to any and all other remedies that may
be available at law in the event of any breach of this Agreement, the Purchaser
shall be entitled to specific performance of the agreements and obligations of
the Company hereunder and to such other injunctive or other equitable relief as
may be granted by a court of competent jurisdiction.

10.   Payments by the Company. The Company shall use its best efforts to obtain
effectiveness of the Registration Statement as soon as practicable, but in any
event not later than


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the one hundred fiftieth (150th) day after the Closing Date (the "Registration
Deadline"). If the Registration Statement covering the Shares is not declared
effective by the SEC by the Registration Deadline then the Company will make
payments to the Investors in such amounts and at such times as shall be
determined pursuant to this Section 10 as relief for the damages to the
Investors by reason of any such delay in or reduction of their ability to sell
the Shares (which remedy shall be exclusive of any other remedies available at
law or in equity). The Company shall pay to the holder of the Shares an amount
equal to $30,000 (thirty thousand dollars) per month (prorated for partial
months) after the Registration Deadline and prior to the date the Registration
Statement is first declared effective by the SEC; provided, however, that there
shall be excluded from such period any delays which are solely attributable to
changes required by the Investors in the Registration Statement. Such amounts
shall be paid by the Company in cash. Payments of cash pursuant hereto shall be
made within five (5) days after the end of each period that gives rise to such
obligation, provided that, if any such period extends for more than thirty (30)
days, interim payments shall be made for each such thirty (30) day period (the
"Registration Payment Period").

11.   Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to
the conflicts of law provisions thereof).

12.   Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if delivered personally or sent by
telecopy or via a reputable express courier, with charges prepaid, to the
address set forth below or to such other address of which the parties may have
given notice. Unless otherwise specified herein, such notices or other
communications shall be deemed received one business day after personal delivery
or delivery by telecopy, or three business days after being sent, if sent by
reputable express courier.

                               If to the Company:

                               Student Advantage, Inc.
                               280 Summer Street
                               Boston, MA  02210
                               Attention: General Counsel

                               with a copy to:

                               Mark G. Borden, Esq.
                               Hale and Dorr LLP
                               60 State Street
                               Boston, MA 02109

                              If to the Purchaser:

                              BayStar Capital, L.P.
                              c/o BayStar Capital Management, LLC
                              1500 West Market Street
                              Mequon, WI 53092
                              Attention: Colin M. Lancaster


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13.   Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
and understandings relating to such subject matter. The parties may amend or
modify this Agreement, in such manner as may be agreed upon, only by a written
instrument executed by the parties hereto.

14.   Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of which together shall constitute one and the same document. This Agreement may
be executed by facsimile signatures.

15.   Section Headings. The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties.

            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.


                             STUDENT ADVANTAGE, INC.

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

                             Title:  President
                                    ------------------------------


                             BAYSTAR CAPITAL, L.P.

                             By:  /s/ Michael G. Roth
                                  --------------------------------

                             Title: Managing Director of BayStar
                                    Management, LLC, the general
                                    partner of BayStar Capital, L.P.



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