THE PRINCETON REVIEW BONUS POLICY

Exhibit 10.44

E XHIBIT A

T HE P RINCETON R EVIEW B ONUS P OLICY

C ALENDAR Y EAR 2006

This document outlines the bonus policy and structure for The Princeton Review, Inc. (the “Company”) G-0 Employees, and it shall be incorporated into, and be deemed a part of, the employee’s Executive Compensation Policy Statement,

The bonus calculations are a direct reflection of the Company/division’s results and the EVP’s contribution to our annual financial success.  This two-part structure is intended to accomplish the following: (1) the Company and division must meet or exceed its goals in order to trigger bonus payments, and (2) individuals must meet or exceed their goals in order to share in the bonus program. 

The Bonus Process

By the end of March, G-0 Employees will receive the bonus plan that will be in effect for that calendar year.  The plan will state the components that factor into the bonus. Specific financial or quality goals will be distributed only once the numbers for the previous year have been tabulated and released.  The maximum bonus amount G-0 employees can earn depends on their respective Employment Agreement.

Each plan will be approved by the President and submitted to Human Resources.  Bonuses are distributed annually, after the Company’s financial statements have been finalized for the year.  Bonuses are based on The Princeton Review’s performance for the year and are not guaranteed.

Every employee will receive performance evaluations twice a year.  No bonuses will be approved or processed until the manager completes the review and files the appropriate paperwork with HR.  Managers will NOT be given their raises, bonuses, or options until they have completed the performance evaluations for their staff.  Unless approved by HR and the President in advance, those managers’ raises and option grants will not be backdated. 

Critical Factors behind the Bonus Plan

Divisional and Company Financial and Quality Performance

The plan is primarily based on factors that drive the business; payment of bonuses is based on the overall performance of The Princeton Review and the contribution of each employee to its success. 

The financial and quality bonus goals (often called matrices) for each department and/or division is set by the divisional EVP and approved by the President and for Executive Officers the Compensation Committee by the end of March each year.  The President will set the bonus matrix for the overall Company performance.  These targets reflect the goals of the organization that each person impacts in some way.  All employees have financial, customer satisfaction and personal components in their bonus.

The bonus components and weighting for G-0 employees are listed in the chart, below.   While these are expected percentages, the numbers may be changed at the discretion of The Compensation Committee: