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                                                                   Exhibit 10.24



STUDENT ADVANTAGE, INC.--COLLEGELINK.COM PARTNER CONTRACT


PURPOSE
This proposal addresses the major components of a joint marketing/business
relationship between Student Advantage, Inc. and CollegeLink.com. The terms and
conditions below are not binding in any way upon the parties. However, the
parties agree to negotiate in good faith to reach an agreement based upon the
terms and conditions below.

BACKGROUND
CollegeLink.com is actively pursuing relationships with companies in industries
who target college bound students and their families. Currently proposals for
specific industries such as automotive, telephony and more are under
consideration with 2-3 more contemplated in other categories. The college hub
(Student Advantage) category has the potential of being much more comprehensive
because of the directly related business opportunities that are associated with
college bound students and their families as part of the admission, financial
aid and enrollment processes. It is within this category that we are proposing
the Student Advantage partnership.

THE MARKET
CollegeLink.com is the pioneer and leading provider of electronic college
admission applications. By leveraging this position and through a comprehensive
website, CollegeLink.com has become the most effective site for the online
application process for college-bound students and their parents. Via
partnerships and acquisitions, CollegeLink.com is augmenting our electronic
admissions solution by introducing services such as financial aid application
processing, student recruiting services and additional options related to
student lending.

The college-bound student market size is approximately 6 million with 2 million
applying to college annually. When factoring in the families, this market
quickly grows to nearly 15 million. Given that CollegeLink.com can maintain an
on-going relationship with the college-bound audience as they move into
college, our access expands both in number and in timeframe.

Colleges all agree that admission and financial aid applications will, in the
near future, go totally electronic. CollegeLink.com will continue to dominate
this market due to the following competitive advantages.

CollegeLink.com assets include:

          - Endorsed relationships with over 1,000 colleges and universities
          - CollegeLink.com's partnership with The College Board
          - The CollegeLink.com method of only having to provide application
            information once no matter the number of colleges to which the
            student is applying

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          -    Delivery of the College's actual application. Not a 'common
               application' that the admissions staff is not familiar with
          -    The CollegeLink.com mark and website which are being heavily
               marketed to our audience


THE OPPORTUNITY
The initial partnering opportunity between CollegeLink.com and Student
Advantage would include the following:

-    Applying students have the ability to "opt in" to a Student Advantage
     discount on the CollegeLink.com direct mail CD-ROMs--approximately
     2 million mailings. The Student Advantage logo will appear on the
     exterior of the CD-ROMs.

-    To the best of CollegeLink.com's ability, the applying student will
     also be able to "opt in" for the Student Advantage discount on The
     College Board Expan/CollegeLink.com software of which will be distributed
     to approximately 3500 high school guidance counselors. The Student
     Advantage logo will appear on the exterior of the CD-ROMs.

-    To the best of CollegeLink.com's ability, the applying student will also
     be able to "opt in" for the Student Advantage discount on CollegeLink.com
     web site and all syndicated web sites utilizing the CollegeLink.com college
     admissions application.


-    CollegeLink.com shall collect all Student Advantage application fees
     generated through the opt-in function on their college admissions
     applications. These fees shall be accounted for and paid to Student
     Advantage every 30 days.


-    Student Advantage will have exclusivity in the student discount membership
     category for the duration of this agreement.

-    In the event that Student Advantage reduces the membership fee from its
     current $20 price point, the bounty paid to College Link shall be reduced
     by an equal percentage.

-    Student Advantage will pay, on advance, $25,000 to CollegeLink.com 30 days
     subsequent to the signing of a definitive agreement. The advance will be
     applied to the $8 bounty per sign-off for every Student Advantage sign up
     from the CollegeLink.com applicant. If the bounty collected exceeds
     $25,000, then Student Advantage will pay CollegeLink.com the $8 per sign up
     every 90 days.


-    Student Advantage will include CollegeLink.com promotional literature in
     the fall 1999 edition of the "Cool Stuff Mailer." The fair market value
     for insertion into the cool stuff mailer is $24,000 ($48/m at 500,000).
     Collegelink.com is solely responsible for all costs associated with
     printing and delivering promotional to the identified mailing house.



TERM AND TERMINATION
This term of the marketing/business relationship will be in effect for a period
of one (1) year. The parties shall have the right, but not the obligation, to
renew this agreement for three (3) additional years. Both parties have the
right to terminate this agreement with thirty (30) days' notice.





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CollegeLink.com MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE
---------------------------------------------------------
The parties plan to sign a mutually agreeable confidentiality and
non-disclosure agreement.



Dated:  Sept. 8   , 1999                Dated:  Sept. 3rd   , 1999
      ------------                            -------------


CollegeLink.com                          STUDENT ADVANTAGE


Accepted by: /s/ Thomas Burgess          Accepted By:  /s/ John Fees
            -------------------                      ---------------


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


/s/ Thomas Burgess                       /s/ John T. Fees
-------------------------------          ---------------------------
Signature                                Signature
