<PAGE>
                                                                   Exhibit 10.64

BANK OF AMERICA, N.A.                                    As of February 13, 2002


                                    GUARANTY

         1. As an inducement for and in consideration of any loan(s) or other
financial accommodation(s) of even date herewith granted to OCM Direct, Inc., a
Delaware corporation; Collegiate Carpets, Inc., a Maryland corporation; and
CarePackages, Inc., a Delaware corporation (hereinafter jointly and severally
called "Borrower"), by Bank of America, N.A., 6610 Rockledge Drive, 3rd Floor,
Bethesda, Maryland 20817 (hereinafter, together with its successors and assigns,
called "Lender"), the undersigned corporation (hereinafter called "Guarantor"),
hereby unconditionally guarantees the full and prompt payment, observance and
performance when due, whether at the stated time, by acceleration or otherwise,
of all obligations of Borrower to Lender, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, whether or not of
the same or similar class or of like kind to any indebtedness incurred
contemporaneously with the execution of this Guaranty, and whether now or
hereafter existing, or due or to become due, including without limitation, the
following:

                  a. Any and all amounts owed by Borrower under, in connection
         with, and/or pursuant to the indebtedness evidenced by that certain
         Revolving Note of even date herewith, in the original principal sum of
         Five Million and No/100 Dollars ($5,000,000.00) (the "Revolving Note"),
         with interest thereon according to the provisions thereof, and all
         obligations of Borrower thereunder, in connection therewith and/or
         pursuant to any and all agreements and other documents in connection
         therewith; and

                  b. Any and all amounts owed by Borrower under, in connection
         with, and/or pursuant to the indebtedness evidenced by that certain
         Revolving Line of Credit Loan Agreement and Security Agreement between
         Borrower and Lender of even date herewith (the "Loan Agreement"), any
         and all obligations of Borrower thereunder, in connection therewith
         and/or pursuant to any and all agreements and other documents in
         connection therewith; and

                  c. All sums advanced or expenses or costs paid or incurred
         (including without limitation, reasonable attorneys' fees and other
         legal expenses and [if applicable] arbitration fees and costs) by
         Lender pursuant to or in connection with the Revolving Note or any
         agreements and other documents in connection therewith plus applicable
         interest on such sums, expenses or costs; and

                  d. Any extensions, modifications, changes, substitutions,
         restatements, renewals or increases or decreases of any or all of the
         indebtedness referenced above; and

                  e. Any and all other indebtedness, obligations and liabilities
         of any kind, of any Borrower to Lender, now or hereafter existing,
         absolute or contingent, joint and/or several, due or not due, secured
         or unsecured, arising by operation of law or otherwise,


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<PAGE>
         direct or indirect, including without limitation indebtedness,
         obligations and liabilities of Borrower to Lender as a member of any
         partnership, syndicate or association or other group and whether
         incurred by such Borrower as principal, surety, endorser, guarantor,
         accommodation party or otherwise, and any obligations which give rise
         to an equitable remedy for breach of performance if such breach gives
         rise to an obligation by such Borrower to pay Lender.

         2. All of the obligations described in paragraph 1, above, shall be
referred to hereafter as the "Liabilities". In the event any of the Liabilities
shall not be paid or performed according to their terms (subject to any
applicable grace or cure period), Guarantor shall immediately pay, perform or
cause the performance of the same, this Guaranty being a guarantee of full
payment and performance and not of collectibility and in no way conditional or
contingent. This Guaranty is an absolute, unconditional and continuing guarantee
with the Guarantor being jointly and severally liable with the Borrower and is
in no way conditioned upon any requirement that Lender first attempt to collect
payment or seek performances of any of the Liabilities from Borrower or any
other borrower or guarantor, or resort to any other security or other means of
obtaining payment or performance of any of the Liabilities, or upon any other
contingency whatsoever. NOTWITHSTANDING ANYTHING IN THIS GUARANTY TO THE
CONTRARY, THE MAXIMUM AMOUNT OF PRINCIPAL OWING ON THE LIABILITIES WHICH IS
GUARANTEED BY GUARANTOR PURSUANT TO THIS GUARANTY IS FIVE MILLION AND 00/100
DOLLARS ($5,000,000.00), AND THE MAXIMUM AMOUNT OF INTEREST, EXPENSES, ADVANCES,
FEES AND COSTS (INCLUDING ATTORNEYS FEES) OWING WITH RESPECT TO THE PRINCIPAL
AMOUNT OWING ON THE LIABILITIES WHICH IS GUARANTEED UNDER THIS GUARANTY IS ONE
MILLION AND 00/100 DOLLARS ($1,000,000.00). ACCORDINGLY, THE TOTAL AMOUNT OWING
WITH RESPECT TO THIS GUARANTY SHALL NOT EXCEED SIX MILLION AND 00/100 DOLLARS
($6,000,000.00).

         3. Guarantor further agrees to pay all reasonable expenses (including
attorneys' fees and expenses and arbitration fees and costs) paid or incurred by
Lender in endeavoring to collect the Liabilities, or any part thereof, and in
enforcing or defending this Guaranty, whether or not a lawsuit is commenced.

         4. Guarantor represents and warrants that Guarantor is either
financially interested in Borrower or will receive other material economic
benefits as a result of any loan(s), or other financial accommodation(s) made or
granted to Borrower by Lender from time to time. Guarantor further represents
and warrants that Guarantor is willing to enter into this Guaranty as a material
inducement to Lender to extend loan(s) or other financial accommodation(s), from
time to time with Borrower, and acknowledges that Lender would not be willing to
extend any such loan(s) or other financial accommodation(s) absent this
Guaranty.

         5. Guarantor agrees that the occurrence of any of the following events
shall constitute a default under this Guaranty: (a) the failure of any Guarantor
to perform or observe


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<PAGE>
any obligation under this Guaranty after the expiration of any applicable cure
periods, or (b) the dissolution or insolvency of the Guarantor, or (c) the
failure generally of the Guarantor to pay debts as such debts come due, or (d)
an assignment by the Guarantor for the benefit of creditors, or (e) the
institution of any proceeding by or against the Guarantor (under the Bankruptcy
Code or otherwise) seeking to adjudicate Guarantor or any other guarantor of any
of the Liabilities bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors or seeking the
appointment of a receiver, trustee or custodian for itself or for all or a
substantial part of its property, which proceeding (unless instituted by
Guarantor ) is not dismissed within sixty (60) days thereafter, or (f) the
default by Borrower under any agreement or document concerning or relating to
the Liabilities (including without limitation, the Revolving Note, Loan
Agreement and any other Loan Documents [as hereafter defined]), after expiration
of the applicable cure periods or (g) the default by any Guarantor under the
terms of any other obligation of any Guarantor to Lender, or (h) any
representation or warranty contained herein or in any other document delivered
by or on behalf of any Guarantor to Lender shall be false or misleading to any
material extent, or (i) there shall be an event of default under any
indebtedness or obligation of any Guarantor to any third party (including
without limitation, a default or event of default under any obligation or on any
indebtedness now or hereafter existing of Guarantor to any of the Reservoir
Parties or the Administrative Agent, as such terms are described in that certain
Intercreditor Agreement by and among said Reservoir Parties, the Administrative
Agent, Guarantor, Borrower and Lender dated as of February 13, 2002 [jointly and
severally, the "Reservoir Obligations"]), which default results in such third
party to declare such indebtedness or obligation to be due prior to its
scheduled date of maturity, or (j) in the case of any Guarantor that is a
corporation, the transfer of all or substantially all of the assets of
Guarantor; the merger or consolidation of that Guarantor with another company or
entity in which Guarantor is not the surviving entity, or the liquidation of the
Guarantor. Upon and after the occurrence of a default hereunder, and after
expiration of any applicable cure periods, the Liabilities shall be
automatically accelerated and shall become immediately due and payable by
Guarantor, or Guarantor's successor or estate, without presentment, demand,
protest, or further notice of any kind, all of which are hereby expressly waived
by Guarantor. Notwithstanding the above, prior to Lender enforcing its rights
and remedies under this Guaranty, Lender shall give written notice to Guarantor
of the occurrence of a default hereunder, and such default must remain uncured
thirty (30) days from the date notice of such default is given by Lender to
Guarantor, notice of such default being deemed given the day such notice is
deposited for mailing by first class mail to Guarantor at the address set forth
for the Guarantor in this Guaranty. Lender's agreement not to enforce its rights
and remedies under this Guaranty for a period of thirty (30) days shall not
preclude Lender from sending notices to the Guarantor or Borrower during the
thirty (30) day period, including (without limiting the generality of the
foregoing) notice that a default or additional default has occurred under any of
the documents evidencing, securing, guaranteeing or supporting any of the
Liabilities (collectively, the "Loan Documents") or a notice demanding payment
of all sums owing under the Guaranty.

         6. Guarantor further agrees that this Guaranty shall continue to be
effective or shall be reinstated, as the case may be, if at any time payment to
or for the benefit of Lender of the


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<PAGE>
Liabilities, or any part thereof, is rescinded or must otherwise be returned by
Lender due to the insolvency, bankruptcy or reorganization of an Borrower or
otherwise, all as though such payment to or for the benefit of Lender had not
been made.

         7. Lender may, without demand or notice of any kind, at any time when
any amount shall be due and payable hereunder by Guarantor, appropriate and
apply toward the payment of such amount, and in such order of application as
Lender may from time to time elect, any property, balances, credits, deposits,
accounts, instruments or moneys of Guarantor in the possession or control of
Lender for any purpose.

         8. This Guaranty shall be a continuing, absolute and unconditional
guaranty of payment and performance and not of collectibility and shall remain
in full force and effect as to Guarantor unless and until this Guaranty is
released in writing by the Lender, which Lender shall do when the indebtedness
covered by this Guaranty has been repaid in full and Lender has no further
obligations to advance funds to the Borrower in the form of loans or other
credit facilities that would be covered by this Guaranty.

         9. Lender may at any time and from time to time, without the consent
of, or notice to, Guarantor, and without affecting, impairing or releasing the
obligations of Guarantor hereunder, do any or all of the following: (a) retain
or obtain a security interest in any property to secure any of the Liabilities
or any obligations hereunder, (b) retain or obtain the primary or secondary
liability of any party or parties, in addition to Guarantor, with respect to any
of the Liabilities, (c) renew, extend (including extensions beyond the original
term), modify, alter, change the interest rate of, release or discharge any of
the Liabilities, (d) settle, release or compromise any liability of the Borrower
or of any of the Liabilities or any liability of any nature of any other party
or parties with respect to the Liabilities or any security therefor, (e) accept
partial payments of the Liabilities, (f) settle, release (by operation of law or
otherwise), compound, compromise, collect or liquidate any of the Liabilities
and any property securing any of the Liabilities, (g) consent to the transfer of
any property securing any of the Liabilities, (h) resort to Guarantor for
payment of any of the Liabilities, whether or not Lender shall have resorted to
any property securing any of the Liabilities or any obligation hereunder or
shall have proceeded against any other guarantor or any other party primarily or
secondarily liable on any of the Liabilities, (i) make any other changes in its
agreements with any Borrower, and (j) stop lending money or extending other
credit to any Borrower.

         10. Any amount received by Lender from whatsoever source and applied by
it to the payment of the Liabilities may be applied in such order of application
as Lender may from time to time elect.

         11. Guarantor is now adequately informed of Borrower's financial
condition, and Guarantor agrees to keep so informed. Guarantor agrees that
Lender has no obligation to provide Guarantor with any present or future
information concerning the financial condition of Borrower. Guarantor has not
relied on financial information furnished by Lender in deciding to execute this
Guaranty.


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<PAGE>
         12. Guarantor hereby agrees that any debt of any Borrower to Guarantor
is expressly subordinate to the right of Lender to payment of the Liabilities,
and that Lender shall be entitled to full payment of all of the Liabilities
prior to the exercise by Guarantor of any rights to payment or performance of
any debt which the Borrower may owe Guarantor (except as may otherwise be set
forth in a separate Subordination Agreement executed by Guarantor, Borrower and
Lender of even date herewith [the "Subordination Agreement"]). This assignment
does not prevent Lender from enforcing Guarantor's obligations hereunder in any
way. To the extent permitted by law, and except as may otherwise be permitted
pursuant to the Subordination Agreement, any payments or other property at any
time received by Guarantor from the Borrower in respect of any indebtedness of
Borrower to Guarantor shall be held in trust for and shall be paid or
transferred to Lender upon demand.

         13. Guarantor hereby expressly waives: (a) notice of the acceptance of
this Guaranty, (b) notice of the existence or creation of all or any of the
Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other
notices whatsoever, (d) all diligence in collection or protection of or
realization upon the Liabilities or any part thereof, any obligation hereunder,
or any security for any of the foregoing, (e) all defenses based on suretyship
or impairment of collateral, and (f) all events and circumstances which might
otherwise constitute a defense or discharge of the obligations of any Borrower,
Guarantor or any other guarantor. Guarantor shall not be released or discharged,
either in whole or in part, by Lender's failure to perfect, delay in perfection
or failure to continue the perfection of any security interest in any property
that secures any of the Liabilities or any obligation of Guarantor hereunder, or
to protect the property covered by any such security interest. Guarantor further
waives, to the extent permitted by law, the benefit of any homestead or similar
exemption, state or federal, with respect to the obligations covered by this
Guaranty.

         14. The Lender shall have the right to set-off, at any time without
notice to the Guarantor, any and all deposits or other sums at any time or times
credited by or due from the Lender to the Guarantor (whether or not matured)
against the obligations of the Guarantor hereunder.

         15. Lender may, without notice to Guarantor or Borrower of any kind,
sell, assign, or transfer all or any of the Liabilities, and in such event each
and every immediate and successive assignee, transferee, or holder of all or any
of the Liabilities shall have the right to enforce this Guaranty, by suit or
otherwise, for the benefit of such assignee, transferee, or holder, as fully as
if such assignee, transferee or holder were herein by name specifically given
such rights, powers and benefits. Lender shall have an unimpaired right, prior
and superior to that of any such assignee, transferee or holder, to enforce this
Guaranty for the benefit of Lender as to so much of the Liabilities as it has
not sold, assigned, or transferred.

         16. No delay on the part of Lender in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
Lender of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy.


                                       5
<PAGE>
         17. No action of Lender permitted hereunder shall in any way affect,
impair or release this Guaranty.


         18. Representations and Warranties of Guarantor. To induce Lender to
make the loans evidenced by the Revolving Note, Guarantor makes the following
representations and warranties, upon each of which Lender, its successors, and
assigns are entitled to rely and have relied, notwithstanding any investigation
heretofore or hereafter made by Lender and such successors and assigns. All such
representations and warranties are true and complete in all respects and do not
omit any material fact necessary to make such representations and warranties not
misleading.

                  (a) No Conflicts or Defaults. The execution and delivery of
this Guaranty and the performance by the Guarantor of the Guarantor's
obligations hereunder will not conflict with or violate, or constitute a default
or require any consent or waiver under, any provision of any mortgage, deed of
trust, evidence of indebtedness, order, decree or agreement to which the
Guarantor is a party or for which the Guarantor or any part of the Guarantor's
property is bound.

                  (b) Enforceability. This Guaranty is a legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms, except as limited by bankruptcy, insolvency and other
laws affecting the rights of creditors generally and general principles of
equity.

                  (c) Borrower's Representations and Warranties. The Guarantor
has examined the representations and warranties made by Borrower in the Loan
Agreement and, having complete access to the information necessary to make such
a determination, believes that each of those representations and warranties is
true in all material respects and does not omit any material fact necessary to
make each such representation and warranty not misleading. The Guarantor has
made an independent investigation of the financial condition and affairs of the
Borrower prior to entering into this Guaranty and will continue to make
appraisals of the creditworthiness of Borrower, and, in entering into this
Guaranty, has not relied upon any representation of Lender as to the financial
condition, operation or creditworthiness of the Borrower. The Guarantor agrees
that Lender shall have no duty or responsibility now or hereafter to make any
investigation or appraisal of the Borrower on behalf of the Guarantor or to
provide the Guarantor with any credit or other information which may come to
Lender's attention.

                  (d) Litigation; Violations of Law. There are no actions, suits
or proceedings pending or overtly threatened against or affecting the Guarantor
that will have a material adverse change effect on the Guarantor's financial
condition or affairs, and no event has occurred (including, without limitation,
the execution, acknowledgment and delivery of this Guaranty and the consummation
of the transactions contemplated hereby) which will violate, be in conflict
with, result in the breach of or constitute (with or without notice or the
passage of time, or both) a default under any judicial decision, statute,
ruling, direction, rule, regulation, permit, certificate or ordinance of any
governmental authority in any way applicable to the Guarantor. The


                                       6
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Guarantor is not in default with respect to any judgment, order, writ,
injunction, decree or demand of any court, arbitrator, administrative agency or
other governmental or quasi-governmental authority.

                  (e) Financial Information. All financial information furnished
to Lender by the Guarantor on or after January 1, 2001 is complete in all
material respects, and fairly and accurately presents such Guarantor's financial
condition as of the dates thereof, and no material adverse change has occurred
in the financial condition reflected therein since the dates thereof.

                  (f) Insolvency Matters. No bankruptcy, reorganization,
arrangement, readjustment of debt, insolvency or other proceeding has been
commenced or threatened by or against the Guarantor, or consented to or
acquiesced in by the Guarantor, and no judgment has been entered against the
Guarantor which has not been satisfied or otherwise discharged.

         19. This Guaranty shall be binding upon Guarantor and the successors
and assigns of Guarantor. If more than one party shall execute this Guaranty,
the term "Guarantor" shall mean all parties executing this Guaranty, or any one
of them, as the context may require, and all such parties shall be jointly and
severally obligated hereunder.

         20. As further consideration for the loan(s) or other financial
accommodation(s) by Lender to Borrower and as a material inducement to Lender to
make or enter into the loan(s) or other financial accommodation(s) and accept
this Guaranty, Guarantor hereby irrevocably subordinates and covenants not to
pursue or receive payment on any claims, rights or remedies which Guarantor may
now have or hereafter acquire against any Borrower, including without limitation
any claim, remedy or right of subrogation, reimbursement, exoneration,
contribution, indemnification, or participation in any claim, right or remedy of
Lender against Borrower or any security which Lender now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise, until such time as all
amounts owing to Lender under the Revolving Note, Loan Agreement and other Loan
Documents are fully paid and satisfied in full. Notwithstanding the above,
Guarantor may receive from Borrower such payments as may be permitted under the
Subordination Agreement. In the event that Guarantor receives, prior to the
satisfaction and full payment of the amounts owing under the Loan Documents, any
payment on any claim against Borrower or with respect to any liability of
Borrower to Guarantor (except such payment as may be otherwise permitted under
the Subordination Agreement), such payment shall have been received by
Guarantor, in trust, for the benefit of Lender, and shall be immediately turned
over to Lender, in the same form as received by Guarantor, properly endorsed by
Guarantor to Lender.

         21. All notices pursuant to this Guaranty shall be in writing and shall
be directed to the addresses set forth below or such other address as may be
specified in a notice given in accordance with the requirements of this
paragraph. Except as otherwise specifically provided herein, notices shall be
deemed to be given three (3) days after mailing by certified or registered mail,
return receipt requested, or one (1) business day after deposit with a
recognized receipted commercial overnight courier, or when personally delivered
to and received at the required


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address.

GUARANTOR:

STUDENT ADVANTAGE, INC.
280 Summer Street
Boston, Massachusetts 02210
Attention: Chief Financial Officer and General Counsel

with a copy to:


Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention: Mark G. Borden, Esquire



LENDER:

BANK OF AMERICA, N.A.
6610 Rockledge Drive, 3rd Floor
Bethesda, Maryland
Michael J. Radcliffe, Vice President

and

BANK OF AMERICA, N.A.
200 S. College Street
Charlotte, NC 28255-0001


with copy to:


Joseph P. Corish, Esquire
Bean, Kinney & Korman, P.C.
2000 N. 14th Street, Suite 100
Arlington, Virginia 22201


         22. If any term or provision of this Guaranty or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Guaranty and the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Guaranty shall be valid and be enforceable to the fullest
extent permitted by law.


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<PAGE>
         23. ARBITRATION.

         This paragraph concerns the resolution of any controversies or claims
between the Guarantor 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) this Guaranty; or (ii) any document related to this Guaranty;
(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 Guaranty
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 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 this Guaranty.

         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 not limited
to, injunctive relief, writ of possession or appointment of a receiver, or
additional or supplementary remedies.

         24. WAIVER OF TRIAL BY JURY. BY AGREEING TO BINDING ARBITRATION,
GUARANTOR AND LENDER IRREVOCABLY AND VOLUNTARILY


                                       9

<PAGE>
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 AGREEMENT 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 GUARANTY.

         25. THIS GUARANTY IS GOVERNED BY THE LAW OF THE STATE OF MARYLAND,
WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. GUARANTOR CONSENTS TO THE
NON-EXCLUSIVE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF MARYLAND AND
THE FEDERAL COURTS LOCATED IN MARYLAND SO THAT LENDER MAY SUE GUARANTOR IN
MARYLAND TO ENFORCE THIS GUARANTY. GUARANTOR AGREES NOT TO CLAIM THAT MARYLAND
IS AN INCONVENIENT PLACE FOR TRIAL. AT LENDER'S OPTION, THE VENUE (LOCATION) OF
ANY SUIT TO ENFORCE THIS GUARANTY MAY BE IN THE COUNTY OF MONTGOMERY, MARYLAND.
GUARANTOR HEREBY IRREVOCABLY AGREES AND CONSENTS THAT, IN ADDITION TO ANY
METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO GUARANTOR AT THE ADDRESS
PROVIDED FOR NOTICES UNDER THIS GUARANTY.

         IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of
the date first written above.


                                    STUDENT ADVANTAGE, INC., a Delaware
                                    corporation

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

                                    Name: Raymond V. Sozzi, Jr.

                                    Title: President and Chief Executive Officer



                                       10
<PAGE>
COMMONWEALTH OF MASSACHUSETTS )
                              )       To-wit:
COUNTY/CITY OF SUFFOLK        )


         I Michael Traister , a Notary Public in and for the jurisdiction
aforesaid, do certify that Raymond V. Sozzi, Jr., President of Student
Advantage, Inc., a Delaware corporation, whose name is signed to the writing
above, bearing date as of February 13, 2002 has acknowledged the same before me
in my jurisdiction aforesaid.

         Given under my hand and seal this 14th day of February, 2002.


                                              /s/ Michael Traister
                                              ----------------------------------
                                              Notary Public


My Commission Expires:   9/4/03
                      ---------------


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